


p. A »• 
• 




A V o 

<». ,o^ <*, *«».* 


aV** : 

* A> <A 9 

Oy. •<❖ 

" A <\ '’''TVs* .0' V) 

. ^ ,0 V ^ ^ . C ^L C % ^ ,6* fc * L ' 8 * 

’ ^-o 4 •'J*piw'‘* "bv* ."*H5fllHr* '■>*“ o 

■* A 0y< ' $ ' J & ' A °'*' 

*"’* <a „. % *»”»’ f ° % *•-’• y °* *•’.'•• 

A .;A‘i:-/^ Avffc\> *♦ 

^ A ♦ ^HYM o <> <A * ^ A 

^ V 'SM: V^ v 

Va* 





• * aV <* 

< *9 ^ 


O 'O . * * A 


. 1 '* * o 



Vj^ A o 

O V 


<Jy V o N G ^ ^ , t ' “ ’**- 

A *°,-C s ATV ^ ^ t* 

\ << ^nN\\\ ^ 


° *° ■ 7 ‘<#- 

V V*~*\^ 

U 4? > V *»V1 

^ A* ♦VW’/k* ^ A A" * 


* O „ 0 ° ,0 




A V ^ : 



* <P o 

•» <L V <i» 

O ^ s * Jy ^ 

c 0 * <A • c 1 * * <D 

vjj f \J t 




r < o■ 0 

V ■CL > v<v uv 

- ** «> <rv v o 

' 1 ‘ <y % * °»° 

V ^ A? 

v^ V>* 




y> ^ o 



O # A 



: "o v* : 

° ^° A *. 

* o 0 Cp & * 

9 N 0 A U <5> B 

^ A^° • t# °' ^ 



to j 
* & % * 


o 

* 4? ^ O 

^ A v ^ 

,\ " ^ 4 * * S ' A 0 V O 

A C 0 N o ^ <P^ n V . u / « ^ ^ 

A »“xJ^v «► -*p c U ^ ^ 

•p _ jiN <c •'TV . ^ * 

" -^o 4 .‘ 



• t 1 


A ^ • 


■V -0^ •* 

- / o % 

' 1 * A a ,p. * 0 " 0 A v 

• ^ C\ a0" ^ ,0 a 5J 

* ' " ' -> ^ A *tv » . Si « 11 

aP ^ d 

;« v\ 

^ °oMW; a^ Vy V. o 






° ^ A 

° ^ xV 


•» 

* Ap 

i A >j 


<V, ' • • • S a & 

<• V (.0^ ,•■■'•♦ 


+*. r* 



,'A 



















A 

-&A </> 

»* A o % 

" ’ A * • »» a' 

* * v s&kr \ A *’ 
A.** .\§lla*, ^ / ; 


-■v 

* ^ V ^» ° ' V £ f5"?N\) V * 4y 

,'»•** A <, o*- %/■?.»** A ^ 

O A % g°V*^N °o .A 4 .‘J4’v ^ 




* « 



•A * °* 



° W • 

e A ^ 

* A V ^ 


> *° ^ <?5 

o n° ^ <A 

A 0 ^ e ' 1 AT 

4? ,'i*^. A ,. V % «* 


o 

<$* o 

O *0 » fc 

ip r o v t *- L vv ^ c°v* ^ / .o v -*■'• 

v c * ae/fTT?** ° aJ^ * C * 

^CT *jQf^<^ ov . wi^, -u 

O <0 v\ * * A o > 

>> £ <£■ «. <zAA/ny.w v "’ 

. ^rys Y1 rJ*v * be' _ «** 


,4 ©. 


-*S 


* 



~ <A 
-» o v^ 

o A> 

’ A>> -V o' 

; o V 

o \0 v\ v ' 

X * *. 

O. • ,0° ^ 

* ^ A .’••» A 

* A ^ * # 

*^W/LO 



'x/'S’' * - 

.* v y \.x|JS?,* a s ■** “aJ*v>v 4 ■%> * 

„A <* ' .. * 6 ,G^ ^> '• . f * A <v '•-?;* - G 

A .^:% ^ / .,i‘^, °o A.«ii‘-. ^ ,o^ 

vXl_ A o V 


O • s 



O v 



V* QV 


o 

4 o* 

v -ay ^ « 

__. ^ <L^ 0_ *> 

^ "*»’• .V <D' 

• T.*®- ^ V , ^ ^0 ^ y * °- 



^y- A o 


o V 




»< 


o 






' 4 o 

a£> a<s 

, * -***,- % * y o ^ 

^ ^ 1 ° / 

O V % ^ 

“ ^ ; 

; /V ‘.^ 

•» «. v * ( * 



y y -: 

<s> $ * 

a v, a : 

* 4? %■ \ 

*(\ ^ *> » « ^ 4 \J> ^ » A 4 t’ > 

« °0 4^ - 

’- *b v^ ; < 

; ^ ^ v 

■ y y.-mi-.\. /•■«>■■ > 


%<& 


? 

o 


1 ’vP 9 

aV^ ^ m mt rn? o t ^ o * a^^ 

'••** A '**7?; g^ ^ ''••»‘ < A <, '-.'..' & 

a 4 - ^ A °o a 4 .-°4°% ^ / 

M «( aSSSYT,^^ V, v <> J&A//sA\ A - A^AAVrs^ a- tv V/ ♦ 




o V 


j. 0- ^ 






4 C> 

> -0A 

* - * . y o % 

* * < 10 aJ* * ® N 0 

' ^ v ••-*‘i:». %, y j 



O o 

2 


^ V ° 

^ <rV ^ ° 

V i/o V Z^ A> 

v * L 0 + O^ A7 g 

^ - /v^ 2 < 7 _ «r vD .1 l ' 1 # 







“~» A* 

cf> ^ / 1 

f y * °- ^ V’ * 

" % ^ A^ ** 

*. **<? ; 

• C^> ^ o 

* V Vi O 

* * 3 ,G V o 'G. A * A 

0^ a *■ ' 8 n- ^o A^ 

'•. A. a 0 Utmzy °.,.-/ .«: 


































PROCEEDINGS 





} iy- ! 

,Csk** 


STOCKHOLDERS 




OF THE 


CHESAPEAKE AND OHIO CANAL COMPANY, 

AT 

THEIR ADJOURNED GENERAL MEETINGS, 


HOLDEN ON 


THE 6TH JULY AND THE 16TII AND 17TH AUGUST, 1843 ; 


INCLUDING 

s / 

THE REPORT OF THE DIRECTORS 


OF THE 16TH OF AUGUST, 1843. 

' 



1843 . 









PROCEEDINGS, £50. 


Barnum’s Hotel, City of Baltimore, 

Thursday , July 6 , 1843 , 

The stockholders of the Chesapeake and Ohio Canal Company met 
this day in general meeting, at Barnum’s Hotel, in the city of Balti¬ 
more, pursuant to adjournment on the 6th ultimo. 

Present : The State of Maryland, by Governor Samuel Sprigg, 
Tench Tilghman, A. Bowie Davis, and John Van Lear, Esqs. 

And John H. Alexander, a private stockholder. 

^ On motion, Governor Samuel Sprigg took the chair, and Thomas 
Turner acted as Secretary. 

The Chairman presented and read the following communication 
from General William Gibbs McNeill, President of this Company : 

July 6 , 1843 . 

Gentlemen : I have the honor to submit, herewith, the proceed¬ 
ings of the Board of Directors of the Chesapeake and Ohio Canal 
Company, which have taken place since your last meeting, as also 
the proposals for taking under contract the unfinished portion of the 
canal, which were presented to the Board under the published notice 
heretofore given. During the day, other proposals will be received 
and submitted to you. 

I have the honor to be, very respectfully, your obedient servant, 
WILLIAM GIBBS McNEILL, 

President , fyc. 

To the Stockholders of the Ch. and Ohio C. C. 

General McNeill appeared before the meeting, and verbally stated 
that, since the foregoing was written, two other proposals (being the 
proposals of Letson & Rutter and H. G. Wilson & Co., now laid be¬ 
fore the stockholders) had been received by the President and Direct¬ 
ors, but had received from them no final action. 

He also laid before the stockholders the following correspondence 
between the Clerk and the Treasurer of the Western Shore of Mary¬ 
land : 

Barnum’s Hotel, Baltimore, 

July 6 , 1843 . 

Dear Sir : In pursuance with your letter, received by me this 
morning, 1 repaired to Annapolis, and addressed a letter to the 
Treasurer of the Western Shore, (a copy of which is herewith,) and 
received in reply his letter, (which is also herewith.) 

All which is respectfully submitted, by yours, most respectfully, 

THOS. TURNER, Clerk , #c. 

Gen. William Gibbs McNiell, 

President , 


4 


City of Annapolis, July 6, 1843. 

Dear Sir : By request of General McNeill, President of the Chesa¬ 
peake and Ohio Canal Company, I have visited this city for the 
especial purpose of respectfully asking of you whether you have 
effected a sale of the State’s interest in the said Chesapeake and 
Ohio Canal Company, pursuant to the act of the late General Assem¬ 
bly of Maryland ; or if any measures on the part of the said Com¬ 
pany to effectuate said sale, if not made, will interfere with the in¬ 
tention of the law to make that sale. 

The information is sought that it may be laid before the stock¬ 
holders, now convened in the city of Baltimore. 

If a sale has not been effected, it may be desirable to the stock¬ 
holders to be informed whether any offers have been made—or 
whether, in your opinion, there be a reasonable hope of the act 
referred to being carried into effect, as regards the said Chesapeake 
and Ohio Canal Company. 

1 shall return to Baltimore to-day, and would most respectfully 
request your reply at the earliest moment, so that 1 may be prepared, 
on my return, to submit the information sought to the stockholders. 

With great respect, I remain your obedient servant, 

THOS. TURNER, 

Clerk Ch. and Ohio C C. 

James S. Owen, Esq., 

Treasurer IV. Shore Md ., Jlnnapolis. 

State Treasury, 

Jinnapolis , July 6, 1843. 

Sir : Your letter of to-day contains the following inquiries: 

1. “ Whether you have effected a sale of the State’s interest in the 
Chesapeake and Ohio Canal Company, pursuant to the act of the 
late General Assembly of Maryland. 

2. “ If any measures on the part of the said Company, to effectu 
ate said sale, if not made, will interfere with the intention of the law 
to make that sale. 

3. “ If a sale has not been made, it may be desirable to the stock¬ 
holders to be informed whether any offer has been made. 

4. “Whether, in your opinion, there be a reasonable hope of the 
act referred to being carried into effect, as regards the said Chesa- 
peake and Ohio Canal Company.” 

To which I answer as follows: To the 1st, no. 

2. Not knowing what measures may be contemplated or deter¬ 
mined on by the Chesapeake and Ohio Canal Company, it is impos¬ 
sible foi me to say whether such measures will “ interfere with the 
intention of the law to make that sale.” 

3. Sufficient time has not elapsed since the 1st instant, that being 
the earliest period at which the Treasurer is directed, on certain stip¬ 
ulated conditions being complied with, to transfer the interest of the 


5 


•State in said Chesapeake and Ohio Canal Company, to enable me to 
form any satisfactory opinion on that point. 

I have the honor to be, sir, respectfully, your obedient servant, 

JAMES S. OWEN, 
Treasurer IV. Shore Maryland . 

Thomas Turner, Esq.^ 

Clerk Ch. and Ohio Canal Comp. 

The correspondence having been read, 

Mr. Davis offered the following resolution : 

Resolved ', That the proceedings of the President and Directors, in 
regard to the proposals for contracts submitted in pursuance with the 
order of the 7th of June last, meets the approbation of the stock¬ 
holders of the Chesapeake and Ohio Canal Company. 

General Tilghman offered the following as a substitute : 

Resolved , That the proposals for finishing the canal, which have 
been this day made to the President and Directors of the Chesapeake 
and Ohio Canal Company, be, and the same are hereby, referred to 
the President and Directors, for their final decision and action in the 
premises. . 

On motion of Mr. Van Lear, both the resolution and substitute 
were laid upon the table. 

Mr. Van Lear then moved the following preamble and resolutions : 

Whereas it was represented to the agents of the State of Maryland, 
that, in the contingency of the election of the present President of 
the Chesapeake and Ohio Canal Company, funds could be obtained 
for the completion of the work, on the credit of the Company, with¬ 
out in any manner involving the State in any additional responsi¬ 
bilities on account of said corporation : And whereas a considerable 
time has elapsed, and sundry meetings have been held for the pur¬ 
pose of considering propositions for accomplishing this desirable ob¬ 
ject, the result of all such proposals proving abortive, from the con¬ 
sideration that they contain, independent of other serious objections, 
a clause interfering with the State’s lien on the work, and asking 
indemnity and ultimate security from this source; thus interfering 
with the State’s sovereignty, and asking from the stockholders of this 
private corporation to incorporate in a contract for the completion 
of the work a transfer of the State’s prior claim—a power which, all 
admit, rests only in the Legislature of the State; and any interfer¬ 
ence with which would only subject the stockholders and the Presi¬ 
dent and Directors to the just censure and condemnation of the Le¬ 
gislature and the people of the State : And whereas the stockholders, 
in the election of the present incumbent at the head of this Compa¬ 
ny, did, prudently and wisely, provide that his salary of $6,000 
per annum should depend on the contingency that the funds promised 
should be furnished for the completion of the work to Cumberland ; 
which proviso was, at a subsequent meeting of the stockholders, re¬ 
scinded, for reasons not necessary to mention : And whereas a salary 
of $6,000 per annum amounts to one-ninth part of the gross receipts 


6 


of the finished portion of the work—an amount altogether dispro¬ 
portionate to the annual revenues, and, in the judgment of the 
stockholders, working manifest injustice to a large and meritorious 
class of citizens, who are at this time, and have long been, creditors 
of this Company, and whose sufferings, by reason of the default in 
payment on the part of this Company, have been such as to call for 
tire sympathies of the people of this State : And whereas many of 
those suffering and unfortunate creditors have been incarcerated in 
the prisons of this State, with their pockets filled with the irredeem¬ 
able obligations of this Company, and from o,ther considerations 
operating on the minds of the stockholders, they recommend to 
the deliberate consideration and ask from the present convention of 
stockholders the adoption of the following resolutions : 

Resolved , That, in the present bankrupt condition of the Chesa¬ 
peake and Ohio Canal Company, it is inexpedient, unwise, and un¬ 
just to the suffering creditors of this Company, to continue the pres¬ 
ent salary of $6,000 per annum to the President of the Company. 

Resolved , That, in view of the suggestions contained in the pre¬ 
amble to these resolutions, the salary of the President be reduced to 
$1,000 per annum during the suspension of the work on the unfin¬ 
ished part of the canal. 

Resolved , That, in adopting the above resolutions, the stockhold¬ 
ers are governed by an imperious sense of duty, and disclaim all 
unkind feelings towards the distinguished incumbent now at the 
head of this corporation, whose efforts, they have reason to believe, 
have been untiring, in his endeavors to accomplish the completion of 
this great work over which he presides, and whose want of success 
can only be attributed to the peculiar position of this Company, in its 
connexion with the majority stockholder, the State of Maryland. 

Mr. Davis moved the following, as a substitute : 

Whereas, by the resolution of the stockholders of the Chesapeake 
and Ohio Canal Company, in general meeting assembled, on the 
3d day of December, 1842, the salary of the President of this Com¬ 
pany was increased to $6,000, with the express understanding that 
no part of the said salary was to be paid until the amount of funds 
necessary to complete said canal to Cumberland should be procured: 
And whereas, in consequence of representations made to the stock¬ 
holders that the said limitation and restriction, in regard to the pay¬ 
ment of the said salary to the President, was calculated to impede 
his efforts, and render less practicable his success, for the procure¬ 
ment of the aforesaid funds and the completion of the said work, a 
resolution was passed on the 6th day of June last, by which the 
said condition was rescinded : And whereas it appears, from the 
communication of said President and the proceedings of the Board 
of Directors, now laid before this meeting, that no funds, as afore¬ 
said, have yet been obtained, and there is no prospect of obtaining 
the same, or of letting the work under contract, until after the meet¬ 
ing of the next Legislature of Maryland, and a release or waiver, 
on its part, of the liens and priorities of the said State : And 


7 


whereas the work being, until that time, in suspension, the said 
salary is greatly beyond the value of the services to be required of 
the President of said Company, and inconsistent with the interest of 
the stockholders and the obligations due to a large and meritorious 
class of creditors : Therefore— 

Resolved , That the salary of the President of the Chesapeake 
and Ohio Canal Company, from and after this day, shall be at the 
rate of $1,000 per annum until otherwise ordered, in conformity 
with the charter of this Company. 

Resolved , That no charge for extra expenses ought to be allowed. 

Resolved , That all orders and resolutions inconsistent with the 
aforegoing resolutions be, and the same are hereby, rescinded. 

The question being taken, the substitute was adopted. 

On motion, it was 

Ordered , That, when this meeting adjourn to-day, it stand ad¬ 
journed to meet at the office of the Company, in the city of Freder¬ 
ick, on Wednesday, the 16th day of August next, at 12 o’clock, M, 

The meeting was then, on motion, adjourned. 


Office Chesapeake and Ohio Canal Company, 

Frederick City , Md., Wednesday , Aug. 16,1843—12 o’clock, M. 

Pursuant to adjournment on the 6th ultimo, a general meeting of 
the stockholders of the Chesapeake and Ohio Canal Company was 
held this day at the office of said Company, in the city of Frederick, 
Maryland. 

Governor Sprigg, who presided at the meeting of the 6th ultimo, 
not being present, nor any of the agents of the State of Maryland, 
on motion, 

John Kurtz, Esq., was called to the chair. 

Present: The United States, by Col. John J. Abert, 

The Corporation of Georgetown, by John Kurtz, Esq. 

The Corporation of Alexandria, by R. H. Miller, Esq. 

And sundry private stockholders. 

A majority of the stock not being present, on motion, it was 

Ordered , That this meeting take a recess till 4 o’clock, P. M., 
this day. 

Wednesday , August 16, 1843—4 o’clock , P. M. 

The stockholders having again assembled, on motion, 

William U. Purnell, Esq., (one of the State’s agents,) was called 
to the chair. 

Present : The State of Maryland, by William U. Purnell, A. 
Bowie Davis, and John Van Lear, Esqs.; and 

Walter Lenox, Esq., one of the proxy of the Corporation of Wash¬ 
ington, in addition to the stock represented this morning—being a 
majority of the stock. 

Col. Abert offered the following resolution: 

Resolved , That a committee be appointed to examine into the 



8 


matter of a contract made by the President of this Canal Company, 
and into the action of the Board in reference thereto, and to report 
to this or an adjourned meeting. 

An intimation being made that a meeting of the Board of Direct¬ 
ors was anticipated so soon as the cars from the West should arrive, 
(which had already been delayed several hours beyond the usual 
time of arrival,) and that some communication was expected from 
the Board, relative 1o the matter referred to in the resolution, when 
they should have been convened, and a quorum formed— 

On motion, it was 

Ordered , That this meeting take a further recess till 7 o’clock this 
evening. 

Wednesday , August 16, 1843—7 o’clock , P. M. 

The stockholders being again assembled, on motion of William U. 
Purnell, Esq., Governor Samuel Sprigg, (chairman of the meeting on 
the 6th ultimo,) now present, was called to the chair. 

Present as at 4 o’clock this afternoon. 

The Secretary, by direction of the Chair, read the proceedings of 
the meeting held on the 6th ultimo. 

William Price, Esq., in behalf of the Directors, and by authority 
conferred upon him as President pro tem ., appeared before the meet¬ 
ing, and presented a report of the Directors of the Company, in the 
following words : 

Report of the Directors of the Chesapeake and Ohio Canal Com¬ 
pany to the stockholders in general meeting . 

Office of the Chesapeake and Ohio Canal Co., 

Frederick , August 16, 1843. 

Gentlemen : 

Since your meeting of the 6th of July last, the President of this 
Company, of his own mere motion, and without the consent or sanc¬ 
tion of the Board of Directors, has seen fit to execute, in the name of 
the Company, and seal with its corporate seal, an instrument of writing 
purporting to be a contract with Thomas W. Letson and John Rutter, 
for the completion of the canal, which the Board have found it their 
unpleasant but imperative duty to disavow and annul. And inas¬ 
much as public attention has been invoked by a publication of said 
contract in the newspapers of the State, even before it was laid before 
the Board, and a controversy excited, in which we, the Directors of 
the Company, have been placed at issue with the President, it be¬ 
comes our duty to present to you a brief history of the past action 
of the Company in reference to the subject of contracts, and a state¬ 
ment of the facts and circumstances of the present case, in vindica¬ 
tion of the course we have pursued. 

General McNeill was elected President of the Chesapeake and 
Ohio Canal Company on the 3d of December, 1842, but he did not 
qualify by taking the oath of office required by the charter until the 


9 


N 


12th of April, 1843. On the 13th of April, the Board of President 
and Directors being then in session at the office of the Company in 
Frederick, proposals were presented for the first time by Thomas W. 
Letson & Co., for a contract to complete the canal.—[See Appen¬ 
dix, No. l.] 

These proposals were read, and ordered to be laid on the table, 
and the Board then adjourned to meet again on the 2d May. On 
the 4th of May the President laid before the Board a letter enclos¬ 
ing the form of a contract or articles of agreement which had been 
prepared by T. W. Letson & Co., imbodying the terms and provi¬ 
sions of the proposals submitted by them to the Board on the 13th 
of April, and which are substantially the same as the articles of 
agreement which have since been executed with them by the Presi¬ 
dent.— [See Appendix, No. 2.] 

The proposed articles of agreement were then taken up for con¬ 
sideration/and, after due deliberation, the following resolution was 
adopted, viz : 

“ Resolved , That the Board decline entering into a contract with 
“ said T. W. Letson & Co., upon the terms and conditions contained 
“ in said proposed articles of agreement.”—[See Appendix, No. 3.] 

On this resolution the ayes and noes were called for, and being 
taken, stood as follows : 

Ayes. No. 

Messrs. Tilghman, General McNeill. 

Coale, 

Burkhart, 

Wharton, and 
Ingle. 

The Board of Directors, after having, as they thought, thus finally 
disposed of these proposals of Messrs. Letson & Co., with a view of 
making known the terms upon which they were willing to enter into 
a contract for the completion of the canal to Cumberland , passed'a 
resolution, which will be found incorporated in the proceedings of 
the 28th of June, a copy of which is herewith exhibited, marked 
Appendix, No. 5. 

On the 5th of June the Board again met. The annual report of 
the President and Directors, which set forth the course pursued by 
the Board on the subject of contracts, but which we believe is still 
in the hands of the President, and has never yet been printed, was 
adopted, and ordered to be presented to the stockholders, who were 
then in session. 

This report, as you are aware, was referred by your body to a 
committee, (of whom Colonel Abert was chairman,) who made a 
report thereon, embracing certain propositions for the guidance of 
the Board in regard to contracts. The first proposition contained in 
that report was, that competition be excited by advertisement in the 
ne wspapers, inviting proposals by the 26th of June. fihe third, that 
no contract should be entered into , except with the condition that 
2 


10 


it should be annulled by the Company , after thirty days’ notice , at 
any time after twelve months from the date of said contract , on 
the payment of one per cent, as damages on the unexpended por¬ 
tion of the canal.” 

This report was adopted by your body, and a copy thereof was 
ordered to be submitted to the Board of Directors, which was ac¬ 
cordingly done on the 7th June; and the Board thereupon caused 
an advertisement to be published, inviting proposals in conformity 
therewith.—[See Appendix, No. 4.] Pursuant to the advertisement 
thus made, several proposals were submitted for completing the ca¬ 
nal, one of which offered to finish the work for the engineer’s esti¬ 
mate, if paid in money, or for one million nine hundred thousand 
dollars, if paid in the bonds of the Company. This proposal, how¬ 
ever, as well as all the rest, with the exception of one for a small 
portion of the work, required payment in gold or silver or their equiv¬ 
alent, or bonds of the Company, with an exclusive lien o/i the rev¬ 
enues and property of the Company, and made the execution of the 
work dependent on the Company’s obtaining the. money or the fu¬ 
ture waiver of the liens of the State. The proposals of Messrs. Let- 
son & Co. were also again presented under the said notice, not 
changed in any material particular. 

When these proposals were under consideration, and after the 
sense of the Directors disapproving of all of them was very clearly 
manifested in the discussions which had taken place, the President 
of the Company offered a resolution, which, in its original form , as 
will be seen by reference to the files of the office, proposed “ that 
the President of the Company be authorized, and is hereby em¬ 
powered, to accept the proposals of Letson & Rutter, provided they 
assent to certain alterations,” &c., which were stated. As soon as the 
President offered this resolution, one of the Directors promptly ob¬ 
jected to giving the President “ the authority” and power asked for ; 
and the objection receiving the general assent of the Board, the Presi¬ 
dent himself struck out the words “ President of the Company be au¬ 
thorized, and is hereby empowered, to,” and inserted, in lieu thereof, 
the words “ the Board will accept,” &c. 

Various objections still being made to the said resolution, a sub¬ 
stitute for the whole was finally offered by one of the Directors, and 

adopted. The ayes and noes being called for, were taken, ancLap- 

peared as follows : 

Ayes. No. 

Messrs. Coale, General McNeill. 

Wharton, 

, Price, 

Ingle, 

Burkhart, and 
Tilghman. 

In the proceedings above referred to, a copy of which is herewith 
exhibited in the Appendix, marked No. 5, and which will be found 
recorded in the Directors’ Journal of the 2Sth of June, the Board 


11 


again distinctly announced the terms upon which alone they felt au¬ 
thorized, under existing circumstances, to enter into a contract. They 
determined that, unless they could obtain a contract on the terms 
proposed in the resolution of the 4th of May, they preferred leaving 
the work open for future competition. They declared that the Com¬ 
pany now had no gold or silver, nor their equivalents, to pay for the 
work, nor any power to give an exclusive lien, as demanded, upon 
its revenues and property, inasmuch as the State of Maryland already 
holds and possesses mortgages and liens for a large amount on the 
same; that, when these liens should be removed, or means be other¬ 
wise obtained, they would then enter into a contract, upon the most 
favorable terms that, under such circumstances, could be procured, 
for the completion of the canal; and, to secure the fulfilment of the 
same on their part, would give every pledge consistent with the in¬ 
terests of the Company and the laws of the State. They also di¬ 
rected that a copy of their proceedings, together with the proposals 
for completing the canal, which had been submitted to them, be laid 
before the stockholders at their earliest meeting. 

On the 6th of July, both the Board and the stockholders met in 
the city of Baltimore. The Board were in session first in point of 
time, and a short report was adopted, submitting to the stockholders 
copies of the resolutions above referred to, together with the pro¬ 
posals for completing the canal which had been received, and stating 
that, in the course of the day, other proposals would be received and 
submitted to them. These were the proposals of Letson & Co., 
which General McNeill had promised should conform to the resolu¬ 
tion of the 4th of May. In the evening of the same day, (July 6,) 
the expected proposals were submitted to the Board, and read, when 
it was at once perceived that they were the same in substance as 
those which had already been repeatedly rejected by the Board, 
somewhat changed and mystified in form and phraseology, but in 
no important particular altered. (These proposals are now in the 
possession of the President, and we are unable to make an exhibit 
of them.) If a vote had been taken on them, they would have 
been promptly rejected. At the request of General McNeill, how¬ 
ever, the Board took no final action on them at the time, but, as the 
stockholders were desirous of adjourning that night, the proposals 
were at once referred to them, as promised in the morning’s report. 

The stockholders then took up the whole subject, embracing the 
proposals which had been submitted to them, and the proceedings of 
the Board in relation to contracts, and, after considering various 
propositions in relation to the matter, finally adopted a resolution 
reducing the salary of the President from six to one thousand dollars, 
on the express ground that “ the said salary was greatly beyond the 
value of the services to be required of the President of the Com¬ 
pany,” inasmuch as “ there was no prospect of letting the work 
under contract until after the meeting of the next Legislature of 
Maryland, and a waiver on its part of the liens and priorities of said 


12 


State.”—[See copy of the preamble and resolution, marked Appen¬ 
dix, No. 6.] 

The stockholders then adjourned, regarding, no doubt, the question 
as settled. 

On the next day, (July 7,) while the Directors were awaiting the 
appearance of the President to organize the meeting, pursuant to 
the adjournment of the previous evening, they received from him a 
verbal message, which he afterwards communicated in writing, a 
copy of which will be found in the Appendix, marked No. 7, ap¬ 
prizing them that he was indisposed, and “ desiring them to ad¬ 
journ”—“ the Board to be recalled, with due notice, when necessary.” 

In the same letter he requested the Clerk “ to furnish him with 
the proceedings of the stockholders, and to return to him the pro¬ 
posals submitted to the Board and them. He also desired'to see the 
Clerk and Chief Engineer in the evening, and directed the Clerk to 
bring with him the records of the Board.” 

The Directors, conceiving the message to them rather peremptory 
and uncalled for, appointed a President pro tem ., transacted what 
business was before them, arid then adjourned to meet at the office 
in Frederick on the 20th of July. 

Immediately after this adjournment, on the same day, and before 
the Directors had separated for their homes, the Clerk delivered to 
General McNeill, at his chambers, the proposals demanded in the 
letter above referred to. When he received them, he informed the 
Clerk that “ he intended to prepare a contract from them.” 

On the same day, at a later hour of the evening, the President 
demanded of the Clerk the seal of the Company, again declaring 
that he was about to make a contract for the work, and should wish 
the seal attached. The Clerk informed him that the seal was at the 
office in Frederick; that, even if he had it with him, he could not 
affix it to a contract, and attest it as Clerk, without an order of the 
Board, and he should conceive himself bound to examine and deter¬ 
mine for himself whether any paper to which the seal was desired 
was such as an order of the Board authorized.—[See copy of Mr. 
Turner’s letter to the Board, marked Appendix, No. 8.] 

On the 8ih, the Clerk left Baltimore, and went to Georgetown, 
where he remained for a fortnight. In the mean time, to wit, on the 
12th of July, General McNeill, in company with Messrs. Letson, 
Rutter, and another person, appeared at the office in Frederick, 
where, after first demanding the seal of the Treasurer of the Company, 
Mr. Barnard, then despatching Mr. Letson as an express to George¬ 
town for the Clerk, and then renewing the demand of the Treasurer, 
the iron safe was at length unlocked, the seal taken from it by the 
President himself, and with his own hands affixed to the instrument 
of writing which purports to be a contract between the Chesapeake 
and Ohio Canal Company and Thomas W. Letson and John Rutter, 
for the completion of the canal.—[For the particulars of this last- 
mentioned transaction, see the statement of the Treasurer, marked 
Appendix, No. 9.] 


13 


The conduct of the President, in relation to this subject, needs no 
comment. The facts and circumstances all speak for themselves. 
His act, in the premises, can be construed into nothing less than a 
palpable assumption of unauthorized power, in total disregard of 
the recorded opinions of the Directors, and in contravention of the ex¬ 
press provisions of the charter of the Company. Yet, notwithstand¬ 
ing that we believed this—notwithstanding that we had, on several 
occasions, expressly rejected the proposals of Letson & Co.—not¬ 
withstanding that when the President laid before the Board, at their 
meeting of the 20th of July, the contract which he had entered into, 
he informed us that it was “ signed, sealed, and delivered,” thereby 
implying that it was beyond our reach, we yet endeavored to divest 
ourselves of all feeling of resentment, and to approach the considera¬ 
tion of the subject with calm deliberation. 

We first requested of the President a statement of the authority 
upon which he relied for a justification of his act. We then referred 
the subject to counsel, for their legal opinion as to the validity of the 
contract; and, finding that it rested with us to make it binding or 
void, we took up the articles of agreement, and considered them sec¬ 
tion by section, and line by line. If our judgments would have al ¬ 
lowed us to approve of the contract, we were willing to do so, and 
pass by the indignity. But, on examining the detail^ of the instru¬ 
ment, it was found to conform neither to the resolutions of the Board 
nor the recommendations of the stockholders, contained in the report 
of Colonel Abert of the 6th of June, and to be far more objectionable 
than the rejected proposals themselves. The Board of Directors, 
therefore, unanimously disaffirmed the contract, and declared it to be 
null and void. In our proceedings on the subject, we have fully 
and particularly stated the reasons which governed us in the course 
we have pursued, and to them, therefore, we respectfully refer you, a 
copy of which is herewith exhibited, (marked No. 10.) 

It will appear from the letter of General McNeill, that he has placed 
his claim of authority to execute the said contract, on three grounds. 
[See Appendix, part of No. 11.] 

First. “ On the disposition uniformly asserted by members of the 
Board to prosecute the canal to an extent, if not to entire completion, 
to make it productive to the Company 

Secondly. On a resolution adopted by the Board on the 4th of May, 
1842, in relation to a proposed exchange of Company bonds for the 
bonds of the State ; and, 

Thirdly. Upon the resolution of the Board of the 4th of May, de¬ 
claratory of the terms upon which they were willing to enter into a 
contract. 

In reference to the first ground, we need only say that it is true 
that the members of the Board have, at all times, felt and expressed 
an anxious desire to prosecute the work on the canal on proper terms, 
as Jheir recorded efforts to that effect, which may be found among 
the archives of the Company, will testify ; but on no occasion have 
we, either as a body or individually, by word or act, given to the 
President of the Company any authority to act for us in the premises. 


or exercise that power in relation to the execution of contracts which, 
by the charter, is conferred only on “ the President and Directors, or 
a majority of them, assembled.” On the contrary, as we have before 
shown, the Board have directly refused to confer upon him that power. 

As regards the second ground of authority, it can hardly be neces¬ 
sary for us to speak. By reference to the resolution upon which the 
President relies, a copy of which is in the Appendix, marked No. 11, 
it will be seen that the Board on that occasion conferred upon him 
no new power for any purpose whatever, but only requested him to 
use such efforts as ivere compatible with the duties of his office to 
enable the Company to effectuate the objects therein mentioned. It 
did not authorize him to exercise any authority which the charter 
did not confer upon him, but on the contrary limited and restricted 
his efforts to the sphere of official duties. The whole scope of the 
resolution only contemplated an exchange of the Company’s bonds 
for State bonds, if it could be effected, to buy out the State interest, 
extinguish the liens, and enable the Company to make a contract to 
finish the canal! This project originated with the President himself; 
and although we, from the first, regarded the scheme as visionary and 
impracticable, we thought that the passage of a resolution merely re¬ 
questing him to ascertain/if it could be done , for in fact we did no 
more, could be productive of no evil, if it did no good. Our surprise 
therefore may well be imagined when we learned from the President 
that he based his authority for entering into a contract to complete 
the canal, in part, upon this resolution. With a view to a better un¬ 
derstanding of the shallowness of this pretension, it may be proper 
to add, that, on the very day on which the said resolution was adopt¬ 
ed, the Board of Directors unanimously rejected all the proposals for 
completing the work which had been submitted to them, among 
which were the proposals of Messrs. Letson & Rutter, and at the 
same time passed the resolution on which the President relies as his 
third ground of authority. In this resolution of the 4th of May, as 
we have before stated, the Board distinctly announced the terms upon 
which alone they were willing to enter into’a contract at this time, 
and reiterated their adherence to the same in their resolutions of the 
28th of June, a copy of which is in the Appendix, marked No. 5. 

The President asserts that the contract entered into by him virtu¬ 
ally imbOdies the terms and conditions of this resolution of the 
Board, and is in conformity therewith. We maintain that it is alto¬ 
gether different. Let us compare them. 

The resolution states that “ the Board are willing to enter into a 
contract for the completion of the entire unfinished portion of the 
canal between dam No. 6 and Cumberland, or the west end thereof.” 

The contract is entered into by General McNeill alone, and em¬ 
braces the entire extent to the mouth of Savage. 

The resolution requires the work to be commenced in sixty days 
after the contract shall be entered into, and to be completed in two 
years therefrom. 

The contract provides that the execution of the main work shall 
not be entered upon until the Company procures the means to pay 


15 


for the same, or the liens and priorities of the State be removed in 
favor of the bonds that may be issued thereunder, and that it shall 
not even then be required to be completed within two years from 
such commencement. 

The resolution offers for the work the Engineer’s estimate 
(Si,545,000) if paid in money, or two millions of dollars, payable 
in the bonds of the Company, with liens on the nett revenues of the 
canal, subject and secondary to the existing liens of the State. 

The contract covenants to pay one million five hundred and fifty 
thousand dollars in money, or two millions of dollars in the bonds 
of the Company, secured by exclusive liens on all the revenues and 
effects of the Company. It is true that, in the wording of the con¬ 
tract, the Company is made to pledge and appropriate all its reve¬ 
nues and effects, subject to all liens existing at the date of the con¬ 
tract, but then the entry upon the execution of the main work is not 
to take place until the liens and priorities of the State are removed 
or postponed in favor of the bonds to be issued under the provisions 
of said contract, so that the pledge contained in said contract amounts 
at last to an exclusive lien on all the revenues and effects of the 
Company . 

The resolution proposes an unconditional contract; the contract 
entered into is entirely dependent on future legislation as regards the 
main work. The resolution demands ample security from contract¬ 
ors for the fulfilment of the contract; the contract provides no se¬ 
curity whatever. 

The resolution requires such terms and limitations as have been 
hitherto embraced in the contracts of the Company for the construc¬ 
tion of the canal; among which are, a positive reservation of 20 per 
cent.; a power to declare the work abandoned, upon a non-compli¬ 
ance by the contractor with certain regulations mentioned; a forfeit¬ 
ure of the 20 per cent, to the Company, together with all materials 
furnished and work performed, upon which no estimate or payment 
may have been made when such abandonment takes place; an obli¬ 
gation on the contractors to preserve all buildings or fences on the 
line of the canal from injury by their hands ; and an authority, on the 
part of the Company, to pay, out of any money that may be due from 
it to the contractor, the wages of such laborers as may present to 
them well-founded complaints against the contractors for not dis¬ 
charging their dues. These provisions have, from experience, all been 
found of essential importance. The contract contains none of them. 
It does, indeed, provide for such reservation, within 20 per cent., as 
the President and Chief Engineer may deem proper; but even the 
contingent amount thus stipulated for is nowhere forfeited to the 
Company, but remains the property of the contractors. 

It will thus be seen that the plea of justification put in by the 
President is altogether groundless, and that the contract entered into 
by him is totally different from the terms embraced in the resolutions 
of the Board. But, even if it were in perfect conformity thereto, wc 
think the course pursued by him would still be without justification 


16 


or excuse. The charter of the Company requires that contracts for 
the construction of the canal shall be made only by "the President 
and Directors, or a majority of them, assembledand if proposals 
had been submitted, which, in his opinion, would meet the views of 
the Board, it was his bonnden duty to have called them together, 
and obtained their sanction, before the corporate seal was attached 
to any instrument that bore the form of a contract of the Company. 

The President did not wish the presence of the Directors at what 
he was about to do. On the contrary, in the very same letter which 
he addressed to the Clerk on the morning of the 7th of July, in 
which he requested the proposals which had been submitted both 
to the stockholders and to the Board, (and which had been virtu¬ 
ally rejected by both of those bodies,) for the purpose, as he informed 
the Clerk, of preparing a contract from them, he desired the Board 
to adjourn , saying that he wotild recall them when necessary. He did 
not again recall them. He did not therefore deem their participa¬ 
tion necessary to the execution of a contract involving millions of 
dollars, and covering the entire revenues and property of the Com¬ 
pany. Why did he not recall them ? Because he must have known, 
from all their previous action on the subject, that the Directors did 
not and would not concur with him in the acceptance of Letson & 
Rutter’s proposals. From the first to the last, he had uniformly 
voted to accept those proposals ; and, upon every occasion, the Di¬ 
rectors. had as uniformly and unanimously voted to reject them. 
What he could not do, therefore, with the consent of the Directors, 
he sought to do without-it, and we have disaffirmed and annulled 
his act. 

In steadily refusing to enter into a contract for the completion of 
the canal, the execution of which was to depend on the future 
waiver of the State liens in favor of the bonds of the Company that 
were to be issued under it, we have been governed by a single eye to 
what we regarded the true interests of the Company, and consequently 
those of the State of Maryland, which is by far the largest stock¬ 
holder. We thought it would be a hazardous experiment to dictate 
terms to the Legislature of the State at the same time that we were 
soliciting its aid. We were admonished by the past that there were 
other interests, besides those which looked to means for the comple¬ 
tion of the canal, which expected to be benefited and provided for 
in any act that postponed the existing liens ; and that, if the Com¬ 
pany at this time should bind themselves in a contract which was 
not to be executed until the liens and priorities of the State were 
removed in favor of the bonds that were to he issued in fulfilment 
of it ; that even if a law were passed which might be made availa¬ 
ble, if the Company were free to act; it would yet find itself unable 
to derive any benefit from it, by reason of such contract. If it did 
not enable the Company to pay in cash, or give to the contractors 
exclusive liens on “ all the revenues and effects ,” they had only to 
hold on to their contract, and the Company would be power¬ 
less in their hands, and the prosecution of the work be indefi- 


17 


nitely postponed. The only mode of release would be to buy off 
the contractors, at such price as they might see fit to demand. 
It was for these considerations that the Directors have deemed it 
the wisest course to enter into no contingent or conditional contract, 
imbodying specific terms , which were to abide the sanction of the 
Legislature, but, unless the work can be let on the terms embraced 
in the resolution of the 4th of May, to await patiently the action of 
the State of Maryland, through her next General Assembly, in the 
confident expectation that some measure will then be adopted which 
will enable the Company to finish the work. Nothing is wanting, 
we believe, but a waiver of the State liens to accomplish this most 
desirable object; and we cannot think that the State will longer post¬ 
pone a grant of this, when it is manifest that those liens will continue 
to be profitless until the canal is completed. With these liens re¬ 
moved, we have reason to believe that the canal can be completed 
to Cumberland for at least fifteen per cent, below the price stipulated 
to be paid in the contract which was entered into by the President, 
and as early as is therein contemplated. There are now on file, in 
the office of the Company, proposals to do the work for that sum, 
“ so soon as the necessary means are provided for paymentand 
with the power to give an exclusive lien on the nett revenues of one 
hundred and eighty-four miles of a canal, leading up to the richest coal 
region in the Union, to secure the payment of such sum as may be 
necessary to finish only eighteen and three-tenths miles of said ca¬ 
nal, we have not the slightest doubt of success. The proposals to 
which we have just referred were made by a New York company, 
in the year 1841.—[See copy in the Appendix, No. l2.] By reference 
to these proposals, it will be perceived that they then offered to finish 
the canal between dam No. 6 and Cumberland for 15 per cent, be¬ 
low the Engineer’s estimate, and to deduct for work done subsequent¬ 
ly to that estimate. The report of the Chief Engineer of the 1st 
December, 1S42, shows that, after deducting from the estimate of 
1841 such work as has been done since that estimate, and such other 
work previously done as was included in that estimate, because 
final estimates of it had not then been made, the sum of $1,545,000 
remains as the amount required for completion. 

Apply to this sum the deduction offered to be made.by the New 
York company, and we have— 

^Estimate of the Chief Engineer - - - $1,545,000 

Less 15 per cent. ----- 231,750 

Sum required for completion by Story, Mills, & Co., of 

New York.L313,250 


It will thus be seen that, nearly two years ago, this Company had 
an offer, from men of undoubted responsibility, to finish the entire 
work to Cumberland for one million three hundred and thirteen 
thousand two hundred and fifty dollars. Since that time there has 
been a considerable depression in the price of labor, and, if current 
3 


* 





18 


funds be procured, we indulge the hope that the canal can be finish¬ 
ed even for a less amount than the one above mentioned. Enter¬ 
taining these views, and with these facts before us, how could we 
have justified ourselves to you, had we accepted the terms proposed 
by Letson & Co., and entered into a contract to give them one mil¬ 
lion five hundred and fifty thousand dollars, in gold or silver, or their 
equivalents, or two millions of dollars in the bonds of the Company, 
with exclusive liens on all its revenues and effects? 

The proposition in respect to the present expenditure of one hun¬ 
dred thousand dollars, as a consideration for a prospective contract, 
we regarded as altogether illusory. The idea that it is possible “to 
render the unfinished portion of the canal navigable” to Cumberland 
with that sum, even if it were really expended, is so wild as scarce¬ 
ly to merit a grave remark ; and, if it failed to effect that object, 
or extend the line of navigation to any useful purpose, as we clearly 
believe, such expenditure would only add to the already onerous 
debts of the Company, without in any manner increasing its means 
of payment. There can be no object in expending more money on 
the unfinished portion of the work, until the Company are put in 
possession of the means to render it productive. 

We have thus fully and frankly stated to you our views and ac¬ 
tion on this subject. It remains for you to approve or disapprove, 
and to adopt such course in the premises as in your judgments the in¬ 
terests of the Company may require. 

WILLIAM PRICE, 

J. M. COALE, 

DANIEL BURKHART, 
JOHN P. INGLE, 

F. TILGHMAN, 

JOHN 0. WHARTON, 
Directors of the Ches. and Ohio Canal Co. 

P. S. Since the above report was prepared, proposals have this 
day been received from Messrs. Sprigg and Thruston, under date of 
the 25th off July, in which they offer to enter into a contract to com¬ 
plete the entire unfinished portion of the canal between dam No. 6 
and Cumberland for one million four hundred and fifty thousand 
dollars if paid in current funds,'or one million seven hundred and 
fifty thousand dollars if paid in the bonds of the Company, with 
preferred liens. And they obligate themselves to enter into said con¬ 
tract at any time between this and the first of May next.— [See copy 
of the proposals in the Appendix, No. 13.] 


% 


19 


APPENDIX TO THE REPORT OF THE DIRECTORS. 

No. l. 


, Frederick, April 13, 1843. 

Gentlemen : While the negotiations are going on in reference to 
the sale of the State’s interest in the canal, under the late law of 
Maryland, and until they shall have been closed, we propose to 
commence forthwith, the work on the unfinished portion of the 
canal below Cumberland, to the extent of an expenditure of about 
one hundred thousand dollars; on condition that, if the sale shall 
be effected, or whenever means for the construction of the work 
shall be devised, we shall be the contractors for the completion of 
the canal to Cumberland, and of the extension to or near the mouth 
of the Savage. The Company to have the option to pay for said 
completion and extension (ihe work to be executed upon the plans 
and specifications of your Chief Engineer) two millions of dollars for 
the former and one million of dollars for the latter, if paid in bonds 
of the Company, bearing six per centum interest per annum, paya¬ 
ble semi-annually, the nett revenue of the canal being pledged for 
the punctual payment of the interest and the liquidation of the prin¬ 
cipal, in not exceeding twenty years ; or, if the Company prefer to 
pay current money, monthly, as the work progresses, the amount to 
be paid in that case shall be the estimate of your Chief Engineer. 
And in case there shall be a failure to carry into effect the aforesaid 
law, or by other means, now or hereafter to be devised, to raise the 
money for the purpose aforesaid, then the aforesaid expenditure to 
be considered as a debt against the Canal Company. This expendi¬ 
ture to be confined to the first sixteen or seventeen miles of the canal 
below Cumberland ; and when completed for navigation, (as may 
be agreed on,) the revenues arising from the same to be applied for 
the payment of the interest and principal of such expenditure, in ad¬ 
dition to the above security. 

Very respectfully submitted, by your obedient servants, 

T. W. LETSQN & CO. 

To the President and Directors 

of the Chesapeake and Ohio Canal. 


No. 2 . > 

An article of agreement made and entered into this fourth day of 
May , in the year eighteen hundred and forty-three, by and be¬ 
tween the Chesapeake and Ohio Canal Company of the first part, 
and Thomas IV. Letson of the other part. 

First. The said Thomas W. Letson, for and in consideration of the 
premises hereinafter recited, hath agreed, and by these presents doth 
covenant and agree,to and with the said Company,that he will forth¬ 
with enter upon the execution of the unfinished portion of the Ches¬ 
apeake and Ohio canal lying between the town of Cumberland and 



20 


dam numbered six, and proceed with the same to the extent in value, 
agreeably to the estimates of the Chief Engineer of said Company, of 
one hundred thousand dollars. The said labor to be performed and 
expenditure to be made under the direction of the President of said 
Company, and in such manner, if possible, as to render the said por¬ 
tion of the canal navigable. 

Second. And, in consideration of the premises aforesaid, the said 
Chesapeake and Ohio Canal Company hath agreed, and doth hereby 
covenant and agree, to and with the said Thomas W. Letson, to pay 
him, for the labor performed and expenditure made by him as afore¬ 
said, the reasonable value thereof, agreeably to the estimates of its 
Chief Engineer as aforesaid, in ready money or in bonds of the Com¬ 
pany, to bear an interest of six per centum per annum, payable semi¬ 
annually; and the principal thereof to be paid within twenty years 
from the date hereof. The said payments to be made monthly from 
the date of these presents, as the work progresses, and agreeably to 
the value thereof, to be estimated by the Chief Engineer as aforesaid, 
from time to time ; and if said payments shall be made in bonds of 
the Company, as aforesaid, the same shall be chargeable on the rev¬ 
enues of the Company arising from the use of its works between 
Cumberland and dam numbered six; and the said Company doth 
hereby pledge and appropriate its revenues to be derived from the 
before-stated portion of its works to the payment of the principal 
and interest of the bonds which may be issued as aforesaid. 

Third. And, in consideration of the premises aforesaid, the par¬ 
ties hereto mutually covenant and agree, to and with each other, in 
manner following, that is to say : the said Thomas W. Letson here¬ 
by assumes and undertakes to complete the residue of the unfinished 
portion of the Chesapeake and Ohio canal which lies between dam 
numbered six and Cumberland, agreeably to the plans and specifica¬ 
tions thereof which have already been prepared by the authority of 
said Company, and approved by it; and also to execute a canal ex¬ 
tension or slack-water navigation from Cumberland to or in the di¬ 
rection of the Savage river, agreeably to the plans and specifications 
thereof made by the authority of the said Company, and approved 
by it; the said work to be undertaken and commenced within sixty 
days after the said Letson shall be required by the Company so to 
do,and proceeded in to its completion within a reasonable time; and the 
said Company engages and undertakes to pay to the said Letson, 
for his labor and expenditure, to'be performed and made as afore¬ 
said, in ready money or in bonds of the said Company, bearing an 
interest of six per centum per annum, payable semi-annually, and the 
principal thereof to be paid within twenty years from.the date here¬ 
of, at the .option of the said Company—the value thereof, if paid in 
ready money, to be adjusted agreeably to the aforesaid plans, speci¬ 
fications, and estimates, made under authority of the said Company, 
as aforesaid, that is to say: one million five hundred and fifty thou¬ 
sand dollars, reduced by such sums of money as may have been 
paid or may be payable by the said Company to the said Letson, 


21 


under the preceding articles of this agreement; and if in bonds of 
the Company, as aforesaid, then the value shall be adjusted for the 
labor and expenditure to be made and performed in completing the 
said canal between dam numbered six and Cumberland, at the sum 
of two millions of dollars, subject to a deduction as aforesaid, and 
for the extension beyond Cumberland at the sum of one million of 
dollars; and the said payments shall be made monthly, as the work 
progresses, and agreeably to the value thereof, to be estimated by 
the Chief Engineer of the Company from time to time; and the said 
Company hereby pledges and appropriates all its revenues and ef¬ 
fects for the payment of principal and interest of its bonds, to be is¬ 
sued as aforesaid. And, further, that the said Company shall and will 
«nter upon the execution of the work contemplated by this article 
so so soon as means can be devised or procured for execution of the 
same, or the present liens existing on the revenues of the Company' 
can be or are removed or postponed in favor of the bonds to be is¬ 
sued under the provisions of this agreement. 

In witness whereof, the Chesapeake and Ohio Canal Company 
hath caused this instrument to be signed by its President, and sealed 
with its corporate seal; and the said Thomas W. Letson hath here¬ 
unto set his hand and seal, the day and year first hereinbefore 
written. ' 


No. 3. 

“ The President presented and read a letter from the Chief Engineer, 
dated this day, presenting a form of contract proposed by T. W. 
Letson & Co., for the completion of the canal to Cumberland, and 
for ils extension to the mouth of Savage. The proposed articles of 
contract having been read, Colonel Coale presented the following 
resolution, and asked that the question be taken by yeas and nays : 

“Resolved , That this board decline to enter into contract with said 
T. W. Letson & Co., upon the terms and conditions embraced in said 
proposed articles. 

“Yeas: Messrs. Coale, Tilghman, Burkhart, Wharton, and In¬ 
gle—5. 

“Nays: General McNeill—1.” 

Extract from journal of proceedings of the President and Direct- 
ois of the Chesapeake and Ohio Canal Company, on the 4th of May, 

1843. ( 

Test: THOS. TURNER, Clerk . 


No. 4. 

Office Chesapeake and Ohio Canal Co , 

City of Frederick , Md ., June 8, 1843. 
Proposals will be received at this office until the 26th instant, for the 
execution of the work remaining to be done on the line of the ca- 




22 


nal, from dam No. 6 to Cumberland. The proposals to be either for 
the entire work, or for one or more sections thereof. Payments to 
be made in the bonds of the Company, payable in twenty years, 
bearing interest not exceeding 6 per centum, payable annually. 

Persons bidding are requested also to state the price for which 
they will execute the work, if paid for in cash, should the Compa¬ 
ny be prepared so to pay for it. The work to be completed within two 
years from the date of the contracts; the right being reserved to 
the Company to annul the contracts at any time within twelve months 
after the date thereof, upon giving thirty days’ notice of its purpose 
so to do, and the payment of 1 per centum as damages upon the un¬ 
expended portion of the contract. 

Any information desired, in regard to the mode of construction 
and the work to be done, will be furnished, on application at this 
office, at any time previous to the said 26th instant. 

THOS. TURNER, 

Clerk Ch. and Ohio Canal Co. 


No. 5. 

Whereas no proposals for taking under contract the unfinished 
portion of the Chesapeake and Ohio canal have been made, in con¬ 
formity with the terms of the published notice, except for a small 
portion thereof: and whereas the proposals for finishing the entire 
works, now submitted to the Board, afford no guaranty for its com¬ 
pletion, and are conditioned, moreover, upon the Company’s paying 
in gold and silver, or their equivalent; or, if payment be made in the 
bonds of the Company, that an exclusive lien upon the revenues 
and property of the canal be given for the payment of the principal 
and interest of the amount in bonds demanded for the completion of 
said work : 

And whereas this Company has no means of making pay¬ 
ment in gold and silver, or their equivalent, nor any power, under 
the existing state of things, to give an exclusive, lien upon the reve¬ 
nues and property of the said Company, inasmuch as the State of 
Maryland already holds and possesses mortgages and liens for a large 
amount on said revenues and property : Therefore— 

1. Resolved , That this Board has no power or authority, at 
present, to enter into a contract or contracts upon the terms stipu¬ 
lated for and demanded in the said proposals; and that such con¬ 
tracts, if entered into, would only have the effect of trammelling the 
Company, and subjecting it to damages, without in any degree ad¬ 
vancing the completion of the work. 

2. Resolved , That this Board adhere to the resolution passed -on 
the 4th day of May last, in the words following, to wit: “ That the 
Board are willing to let the entire unfinished portion of the canal to 
Cumberland, or the west end thereof, under contract, upon such 
terms as it is in their power legally to make, that is to say: they 
will enter into a contract for the completion of the whole canal to 
Cumberland, or the western end of the unfinished part of the canal 



23 


to that place, provided the person contracting and undertaking the 
work will agree to receive the bonds of the Chesapeake and Ohio 
Canal Company in payment, payable in twenty years, bearing inter¬ 
est, payable semi-annually; and provided, further, that ample se¬ 
curity be given by the contractor, or contractors, for the fulfilment of 
the contract; the contract to be upon such terms and limitations as 
have been hitherto embraced in the contracts of the Company for 
the construction of the canal; the work to be commenced in sixty 
days after the contract shall be entered into, and be completed 
in two years thereafter. And the Board are willing to give two 
millions of dollars for finishing the whole, payable in the bonds of 
the Company as aforesaid; or for less than the whole, a proportion¬ 
al part of that sum, payable in like manner ; with the condition, 
that, if current funds be procured by the Company, the work be 
paid for at the rate and estimate of the Chief Engineer, made in 
the year 1842, and now on file in the office of the Company. And 
the Board are further willing to give to such contractor or contract¬ 
ors a lien upon the nett revenues of the canal, subject and secondary 
to the existing liens upon the same, for the payment of the interest and 
principal of the bonds that may be issued in fulfilment of said con¬ 
tract.” 

3. Resolved , That this Board will at all times receive proposals 
in conformity with the terms of the above resolution. 

4. Resolved , That, whenever the priorities of the State shall be 
waived or postponed, and the Company be thus placed in a condi¬ 
tion to exercise a full and exclusive control over the revenues and 
property of the Company, this Board will promptly enter into a contract 
for the completion of the work, on the most favorable terms that can 
then be obtained ; and, to secure the fulfilment of the same on the part 
of'this Company, will give any pledge consistent with the general 
interests of the Company and the laws of the State. 

5. Resolved , That a copy of the above resolutions, together with 
the proposals for completing the canal now submitted to the Board, 
be laid before the stockholders of the Company at their earliest 
meeting. 

Resolutions adopted June 28, 1843. 


No. 6. 

See proceedings of the stockholders of the 6th July, 1S43, pages 
6 and 7. 


No. 7. 

No. 1.] Barnum’s City Hotel, 

Friday , July 7, 1843. 

Dear Si-r : Please apprize the Board, now in session, or at least 
awaiting a meeting, that, as I am indisposed, I desire an adjourn- 






24 

meat; the Board to be recalled, with due notice, whenever neces- 
sary. 

I would thank you to furnish me with the proceedings ot the 
stockholders, and to return me the proposals submitted to the Board 
and them. 

I desire to see you and the Chief Engineer this evening, and you 
will please to bring with you the records of the Board. 

I am yours, respectfully, &c. 

WILLIAM GIBBS McNEILL, 

President , fyc. 

Thos. Turner, Esq., Clerk , S?c. 


No. 2.] Baltimore, July 7, 1843. 

Dear Sir : I have occasion for the seal of the Company. If you 
have it with you, do me the favor to leave it with me before you re¬ 
turn to Frederick; if not, it will be necessary for you to bring it to 
me from Frederick by the return cars to-morrow evening. 

I am yours, respectfully, &c. 

WILLIAM GIBBS McNEILL, 
President Ches. and Ohio Canal Co. 


No. 3.] Office ,Ches. and Ohio Canal Co., 

Frederick , July 12, 1843. 

Dear Sir : As 1 am awaiting you, and my time is important on 
business of the Company, I send this to desire you to be here by the 
morning train to-morrow, that I may return in the afternoon. 

If prevented by any cause from doing so, you will please send en¬ 
closed to me the key of the repository of the seal of the Company, 
which the bearer, Captain Letson, will deliver to me. 

Yours, respectfully, &c. 

WILLIAM GIBBS McNEILL, 

President , fyc* 

Thos. Turner, Esq., Clerk , 8?c. 


No. 8. 

Canal Office, Frederick, July 20, 1S43. 

Gentlemen : As I deem it not improbable that the contract said 
recently to have been entered into by the President of this Company, 
for the completion of the canal, &c., may be a subject of considera¬ 
tion by the Board at its sitting to-day, and as I have, by their order, 
the custody of the seal of the Company, I consider it proper to make 
the following statement, which I am sure General McNeill will cor¬ 
roborate, as far as the facts are known to him, and as regards what 
passed between him and myself. 




25 


On the 7th July instant, at Barnum’s Hotel, I received from General 
McNeill the letter accompanying this, (marked No. 1,) asking, among 
other things, for the proposals which had been laid before the Board. 
In compliance with the request, on the evening of that day I pre¬ 
sented to General McNeill, at his chambers, the proposals. When 
he received them, he stated that he intended to prepare a contract 
from them. 

On the same day, at a later hour of the evening, I received the 
letter of same date, also accompanying this, (marked No. 2.) In 
answer to which, I replied in writing, stating the seal was not in my 
possession ; that it was left in the office at Frederick; that the same, 
with its fixtures, was too weighty to be portable. That letter I de¬ 
livered in person, also,at his chambers. While there, General McNeill 
verbally stated that he was about to make a contract for the work, 
and should wish the seal attached. 

In the course of conversation I remarked that I could not affix the 
Nseal, and attest it as Clerk, without an order of the Board, and should 
conceive myself bound to examine and determine for myself whe¬ 
ther any paper to which the seal was desired was such as an order 
of the Board authorized. I did so respectfully, and under a con¬ 
viction of such course being required of me by my official duties 
and responsibilities. This interview and conversation occurred at a 
late hour of the night of the 7th. When I separated, or left General 
McNeill’s room, nothing was further understood in relation to the 
matter. 

On the next morning, I felt it my duty to apprize two of the Board, 
then in Baltimore, and about to set out for Frederick, of the call upon 
me for the seal, (those members were Colonels Coale and Tilgh- 
man,) apprizing them at the same time that I should not return to 
Frederick for several days. * 

I went from Baltimore to Georgetown on the morning of the 8th, 
whence I did not return until the 18th to Frederick. On the 12th of 
July, at near 10 o’clock, P. M., I received by the hands of Captain 
Letson the letter of the 12th July, also herewith, (marked No. 3,) 
and in reply wrote a letter in substance as follows: 

That I had an engagement on the next day, by appointment, on 
important private business, which would subject me to great incon¬ 
venience to omit attending to ; and as I had left the key at the office 
when I left Frederick, I did not regard it imperatively necessary, 
from the letter of General McNeill, that I should return. The letter 
I delivered to Captain Letson, for General McNeill. 

Thus much I feel it due to myself respectfully to state. 

All which is very respectfully submitted, by your obedient servant, 

THOS. TURNER. 

To the President and Directors 

of the Chesapeake and Ohio Canal Company . 


4 


26 


No. 9. 

Office Chesapeake and Ohio Canal Co., 

Frederick City , July 13, 1843. 

Sir : It is my duty to make to you the following statement: 

Yesterday, the 12th instant, the President, in company with two 
persons, who I believe to be a Mr. Letson and a Mr. Rutter, called 
at this office. The former asked me for one of our former contracts, 
which I handed to him. He then asked for the seal of the Company, 
alleging that he had promised Mr. Sherrard to seal some bonds which 
were to be given to him in exchange for post notes, and that he had 
to seal some other papers. I told him that the seal was in the cus¬ 
tody of the Clerk, (at that time absent in Georgetown,) and, conse¬ 
quently, that the key of its case was under his control, and I had not 
charge of the seal, and had no authority to use it. This not satisfy¬ 
ing him, he sought in and about the Clerk’s desk for keys, of which 
some were applied to, but would not fit the lock Remarking that this 
was not going to stop him, he essayed by force to pull open the 
doors, but did not proceed to accomplish it. He then withdrew, 
stating that he should go down forthwith into the District, and bring 
up with him to-morrow (to-day) Mr. Turner, to seal the papers he 
wished. About noon of this day I received the letter of which the 
annexed is a copy, to which I replied verbally, to the bearer of it, 
(Mr. Scott,) that I would attend to it immediately. I instantly went 
in search of the counsel of the Company, but, he being absent from 
town, I had not the benefit of his instructions. Returning to the of¬ 
fice, I found the President, Mr. Scott, Mr. Letson, and Mr. Rutter, 
waiting to follow me in. The former observed, that I had received 
a letter from him, and would perceive that Mr. Turner had indicated 
the place where the key of the seal-case was to be ftmnd. I informed 
him that I had found it, and that it was in the Clerk’s confidential 
drawer, in the iron safe, but that I could not reconcile it to my views 
of duty to give up the key or the seal to any one ; that I was not the 
custodier of it, and that it was as essentially in the care and keeping 
’ of the proper officer, the Clerk, as if he were then present. The Pres¬ 
ident insisted on his right officially to enter all the archives of the 
Company’s office, and that there was no part of them confidential 
against the head and organ of the Company, which he was. And he 
therefore called upon me to give up to him the key of the iron safe. 

Unable rightfully to deny to the President of the Company access 
to any part of its office, I could not with propriety refuse obedience 
to this demand; and I handed to him the key of the iron safe, of which 
the Clerk and myself have concurrent occupancy. The receipt and 
memorandum (of which copies accompany) detail as clearly as I could 
hi§ proceedings thereon, and the authority on which he relies for their 
justification. 

With the aid of Mr. Scott, and in my presence, he affixed the seal 
of the Company to two papers, unaccompanied by the “ attest” of 
any officer of the Company, and before even any signatures were 



27 


placed upon them. Of their purport I was not informed, neither did 
I know what took place in the Directors’ room, to which the PresL 
dent, Mr. Letson, and Mr. Rutter, had for a few minutes thereafter 
retired. 

The above is an epitome of the circumstances, and contains, I be¬ 
lieve, all the material facts, in the order of their occurrence. 

I submit it. respectfully; your most obedient servant, 

ROBERT BARNARD, 

Treasurer C. and O. C. Co. 

To each Member of the Board. 


(Copy.) 

Office Chesapeake and Ohio Canal Co., 

Frederick, July 13, 1843. 

Dear Sir : On application yesterday, in person, at the office, for 
the Clerk of the Company, in order to procure and affix the seal of 
the Company to Certain instruments to be executed, I was informed 
by you that the Clerk was absent, and, as you believed, had the key 
of the repository of the seal with him. I have just learnt, from the 
Clerk, that “the key you (I) desire was left at the office in Frede¬ 
rick and through the messenger with whom I communicated with 
the Clerk I further learn that said key is in the usual place, or, as 
well as recollected, “ in the case which contains the press and seal.” 

You will therefore at once be pleased to procure it, and open said 
“ case and, if you cannot find it, you will forthwith procure a key 
from a locksmith or otherwise, and open the cabinet or case, that I 
may have access to the seal forthwith. 

Yours, respectfully, 

WILLIAM GIBBS McNEILL, 

President , fyc. 

To Mr. Barnard, Treasurer , 8?c. 


RECEIPT. 

Office of the Company, 

July 13, 1843—1 o'clock , P. M. f 

I hereby acknowledge the receipt of the key of the iron safe be¬ 
longing to the office, from which I have taken the key of the safe 
containing the seal and press, in virtue of my authority, as President 
of this Company, at all times to have access to all the archives of the 
Company, and, on the present occasion, to affix the seal to a contract 
for the completion of the canal above No. 6. dam. 

WILLIAM GIBBS McNEILL, 

President C. and 0. C. Co ■. 


♦ 




MEMORANDUM. 


Quarter past 1, P. M. 

Having used the key and seal for the purpose above stated, I here¬ 
with return the key, in the absence of the Clerk, to the Treasurer, for 
safe keeping, subject to the order of the Clerk. 

WILLIAM GIBBS McNEILL. 


No. 10. 

Thursday , July 20, 1843. 

The President presented and read the following communication: 

Frederick City, July 20, 1843. 

Gentlemen : As you have been heretofore apprized by me, I 
have concluded a contract on the part of the Company for the ex¬ 
tension and completion of the canal above dam No. 6, which has 
been signed, sealed, and delivered, the original of which I herewith 
deliver. 

I hope it may be considered by the Board, as by myself, to be 
promotive of the best interests of the Company, and, if so, that it 
will receive the expression of their acquiescence ; if not, that, while 
the responsibility remains with me, the subject may be referred to 
the next meeting of the stockholders. 

The work I have seen commenced, and I am more than ever 
assured, especially if I shall be fortunate enough to have the co-op¬ 
eration of the Board, will be prosecuted vigorously to successful and 
timely completion. 

1 am, gentlemen, very respectfully, your obedient servant, 

WILLIAM GIBBS McNEILL, 
President Ches. and Ohio Canal Co. 

To the Directors of the Ches. and Ohio Canal Co. 

He also presented sundry verbal statements, explanatory of his 
course in making the contract referred to. 

Ordered , That the President be respectfully requested to commu¬ 
nicate, in writing, the verbal statement made by him to the Board 
this day, of the action, on the part of this Board, upon which he 
relied for the authority upon which he executed the agreement with 
Messrs. Letson & Rutter. 

-In response to the foregoing, (a copy having been communicated 
to the President by the Clerk,) a communication was received from 
the President, in the words following: 

Frederick City, July 20, 1843—-7* P. M. 

Gentlemen : I have but this moment learned, through the Clerk 
of the Company, your desire that the President of the Company 
communicate, in writing, the verbal statement made by him to the 



29 


Board this day, of the action, on the part of the Board, upon which 
he relies for the authority upon which he executed the agreement with 
“ Letson & Rutter,” accompanied with the request of “ an early an¬ 
swer.” ^ 

The first “ reliance ” would be in the disposition uniformly as¬ 
serted by members of the Board to prosecute the canal to an extent 
(if not to entire completion) to make it productive to the Company, 
and thereby to relieve the State ; and that disposition, I conceive, 
has been made manifest by their resolution authorizing and request¬ 
ing their President to take measures to promote or effectuate a sale 
of the State’s interest, &c., as pointed out, and, subsequently, in an 
other resolution expressive of their willingness to enter into a con¬ 
tract on specified terms and conditions, which have, as he conceives, 
virtually been imbodied in the contract entered into. 

In conversation, l said that, to “ effectuate a sale of the State’s in¬ 
terest,” &c., under the first resolution alluded to, a positive contract 
to prove the cost of completing the canal, and thereby (in connexion 
with its probable trade) the worth of the work , was deemed almost an 
indispensable preliminary ; and that a sanction to make a contract 
was thereby inferrible, especially when, in connexion with the other 
resolution expressing the willingness of the Board to enter into a 
contract on specific terms, which, it is thought, are, and were meant 
to be, as they are virtually, imbodied in the contract which has been 
entered into. 

I make this hasty communication, gentlemen, in deference to your 
request for “ an early answer,” (without even retaining a copy,) and 
to which I could add much illustrative and explanatory. 

I am, most respectfullv, your obedient servant, 

'WILLIAM GIBBS McNEILL, 
President Ciies. and Ohio Canal Co. 

To the Directors 

of the Chesapeake and Ohio Canal Co. 

The communication being read, on motion, it was 

Ordered , That the articles of agreement submitted by the Presi¬ 
dent, together with the statement made of the authority under which 
the same were executed by him, be referred to J. M. Coale and Wil¬ 
liam Price, Esqs., with a request that they furnish a written opinion 
as to their legal force and effect, and whether any or what action on 
the part of the Board is necessary to annul the same, if, after mature 
deliberation, it be found expedient to do so. 

In accordance with the above order, the following opinion was 
presented : 

To the President and Directors of the Chesapeake and Ohio Canal 

Company : 

Gentlemen: Your order of this day, requesting our opinion, in 
writing, as to the legal effect and force of certain articles of agree¬ 
ment executed by the President of the Chesapeake and Ohio Canal 
Company, in the name of the Company, and under its common seal, 


30 


with Thomas W. Letson and John Rutter, for the completion of the 
unfinished portion of the canal bet ween dam No. 6 and Cumberland, 
and whether any and what action on the part of the Board is neces¬ 
sary to annul the same, if, upon mature deliberation, it be found ex¬ 
pedient so to do, having been communicated to us by the Clerk, we 
have considered the said instrument, in connexion with the commu¬ 
nication of the President setting forth the authority on which he re¬ 
lies, and present the following as our 

OPINION. 

The instrument, being signed by the President, and having affixed 
to it the seal of the Company, and purporting in the body of it be the 
act of the Company, bears upon its face all those requisites which 
are necessary to render it, prirna facie, avalid contract of the Company. 

As the charter of the Chesapeake and Ohio Canal Company, how¬ 
ever, expressly confers upon the “ President and Directors, or a ma¬ 
jority of them, assembled,” the power and authority “ to agree with 
any person or persons to cut canals,” &c., although the instrument 
in question be signed by the President of the Company, and sealed 
with its corporate seal, yet the courts may look behind the seal, and, 
if it has been affixed without the authority of a majority of the 
“ President and Directors assembled,” and that fact be made affirm¬ 
atively to appear, the instrument is null and void. 

It appearing, from the facts submitted to us, that no authority 
was given by a majority of the President and Directors of the Ches¬ 
apeake and Ohio Canal Company to the President to sign or affix 
the corporate seal of the Company to the instrument in question, and 
that they never agreed or assented to said contract, nor authorized 
the same to be made, it is perfectly competent for the Board, if they 
see fit, now to disaffirm the same, and render it null and void. 

Corporations, like natural persons, are bound only by the contracts 
or acts of their agents, done and made within the scope of their au¬ 
thority. 

The President of this Company has no authority ex officio to enter 
into a contract to bind the Company. 

The mere disaffirmance of the contract by the Board will destroy 
it, and, if application be made, a court of equity will require it to be 
delivered up to be cancelled. 

We cannot perceive, however, that in a case of this kind it can 
be necessary to resort to a cancellation, as in the event of a disaffirm¬ 
ance by the Board it is not probable that any attempt will be made 
to uphold the contract,or apply the instrument to an improper purpose. 

If, however, such should hereafter be the case, the interference of 
a court of equity could then be promptly invoked, to cause it to be 
delivered up to be cancelled. 

W. PRICE. 

July 20, 1843. J. M. COALE. 

The Board then unanimously passed the following preamble and 
resolutions: 


31 


Whereas, according to the charter of the Chesapeake and Ohio 
Canal Company, the power “to agree with any person or persons to 
cut canals ,” &c., is conferred exclusively on the “President and 
Directors, or a majority of them, assembled And whereas it ap¬ 
pears that the President of this Company has, of his own mere mo¬ 
tion and without authority, signed, and with the corporate seal of 
this Company sealed a contract or articles of agreement, in the name 
of the Chesapeake and Ohio Canal Company, with Thomas W. Let- 
son and John Rutter, for the completion of the unfinished portion of 
the canai lying between dam No. 6 and Cumberland, in the words 
following, to wit : 

Articles of agreement made and entered into this thirteenth day of 

July , eighteen hundred and forty-three , hy and between the 

Chesapeake and Ohio Canal Company of the first part , and 

Thomas IV. Let son and John Rutter of the second part. 

First. The said Thomas W. Letson and John Rutter, parties of 
the second part, for and in consideration of the premises hereinafter 
recited, have agreed, and by these presents do covenant and agree, 
to and with the said Chesapeake and Ohio Canal Company, that they, 
the said parties of the second part, will forthwith enter upon the ex¬ 
ecution of the unfinished portion of the Chesapeake and Ohio canal 
lying between the town of Cumberland and dam number six, and 
proceed with the same to the extent in value,agreeably to the estimates 
of the President and Chief Engineer of said Company, of one hundred 
thousand dollars, the labor therefor, and the said expenditure, to be 
made under the direction of the President of said Company, and in 
such manner, if possible, as to render the said portion of the canal 
navigable. 

Secondly. And, in consideration of the premises aforesaid, the said 
Chesapeake and Ohio Canal Company, party of the first part, hereby 
covenant and agree, to and with the said parties of the second part, to 
pay them for the labor aforesaid, and the expenditure made by them 
as aforesaid, in ready money or in bonds of the Company, to bear 
an interest of six per centum per annum, payable semi-annually, and 
the principal thereof to be paid within twenty years from the date 
thereof, the said payments to be made monthly from the date of ac¬ 
tual commencement upon the work by the parties of the second part 
aforesaid, as the work progresses, and agreeably to the value there¬ 
of, according to the estimates as aforesaid, from time to time, and 
with such discount and reservations, not exceeding twenty percent., 
as may be proper, in the opinion of the President and Chief Engineer 
as aforesaid, to ensure the faithful performance of the work by the 
said parties of the second part; and if said payments shall be made 
in bonds of the Company as aforesaid, the same shall be chargeable 
on the revenues of the Company arising from the use of its works 
between Cumberland and dam number six ; and the said Company 
hereby pledges and appropriates its revenues to be derived from the 
before-stated portions of its works to the payment of the principal 


32 


and interest of the bonds which may be issued as aforesaid, subject 
only to all liens existing at the date of this contract. 

Thirdly. And, in consideration of the premises aforesaid, the parties 
hereto mutually covenant and agree, to and with each other, in man¬ 
ner following, that is to say: The said parties of the second part 
hereby assume and undertake to complete the residue of the unfin¬ 
ished portion of the Chesapeake and Ohio canal, lying between dam 
number six and Cumberland, agreeably to the plans and specifica^ 
tions thereof, which have been already prepared by the authority 
of the said Company, and approved by it; the said work to be under¬ 
taken and commenced within sixty days after the said parties of the 
second part shall have been required by the said Company so to do, 
and proceed with its completion with all practicable despatch ; pro¬ 
vided the entire work shall not be required to be completed within 
two years from the date of its commencement, as last mentioned. 
And the said Company, the party hereto of the first part, covenants, 
engages, and undertakes, to and with the parties of the second part, 
to pay, in manner as mentioned in the second article of this agree¬ 
ment, to the said parties of the second part, for their labor and ex¬ 
penditure to be performed and made as aforesaid, in ready money, 
or in bonds of the said Company, to bear an interest of six per cent, 
per annum, payable semi-annually, and the principal thereof to be 
paid within twenty years from the date thereof, at the option of the 
said Company ; the value thereof, if paid in ready money, to be ad¬ 
justed agreeably to the aforesaid plans and specifications, and the 
estimates thereon made under the authority of the said Company as 
aforesaid, that is to say: one million five hundred and fifty thousand 
dollars; reduced by such sums of money as may have been paid or 
may be payable by the said Company to the said parties of the second 
part, under thef preceding article of this agreement; and if in bonds 
of the Company as aforesaid, then the value shall he adjusted for the 
laborand expenditure performedand made incompletingthesaid canal 
between dam number six and Cumberland, at the sum of two mil¬ 
lions of dollars, subject to the same deduction as aforesaid. And 
the said Company hereby pledges and appropriates all its revenues 
and effects for the payment of principal and interest of its bonds to 
be issued as aforesaid, subject only to all liens existing at the date 
of this contract. And the said party of the first part further cove¬ 
nants, promises, and agrees, to and with the parties of the second 
part, that the said Company shall and will enter upon the execution 
of the work contemplated by this article as soon as means can be 
procured for the execution of the same, or the liens and priorities of 
the State of Maryland existing on the revenues of the Company can 
be or are removed or postponed in favor of the bonds to be issued 
under the provisions of this contract. 

Fourthly . And it is hereby agreed and understood, by and between 
the parties hereto, that whenever the said Company shall determine 
to proceed with its works westward of Cumberland, to or in the di¬ 
rection of Savage river, the parties hereto of the second part shall and 
may exercise the right and option of assuming and undertaking the 


33 


construction of the same, agreeably to the plans, specifications, and 
estimates, made therefor by the authority of the said Company, pay¬ 
ment to be made for the labor and expenditure thereon in ready 
money, or in bonds of the Company, similar to those mentioned in the 
preceding article, at the option of the ^aid Company, and in manner 
and detail as mentioned in the preceding article. And if payment 
be made in ready money, the value of the labor and expenditure 
aforesaid shall be adjusted according to the cash amount of the esti¬ 
mate aforesaid ; and if in bonds of the said Company, at such larger 
sums as shall bear to 'Said cash amount the same proportion as 
established in the preceding 1 article for the payments of the works 
east of Cumberland. And for the payment of principal and interest 
of said bonds, the said Company hereby pledges and sets apart all its 
revenue derived from the works aforesaid westward of Cumberland, 
as well as the revenue accruing on its works eastward of Cumber¬ 
land, from the transit and carriage of goods and commodities deliv¬ 
ered on the said works at any point westward of Cumberland, sub¬ 
ject only to the existing liens before mentioned : Provided , only , and 
it is hereby mutually covenanted, understood, and agreed, that, at 
any time after twelve months from the completion of the canal afore¬ 
said to Cumberland, if the revenues therefrom shall not be adequate 
to meet the interest due and payable on the bonds issued in con¬ 
formity with this agreement, the party of the second part shall have 
the right to require that the works westward of Cumberland shall be 
immediately proceeded with. And the said Company hereby cove¬ 
nants and agrees, to and with the said parties of the second part, in 
that event, to proceed with the said works according to the true 
intent and meaning of this article, and to pay the said parties of the 
second part for their labor and expenditure performed and made 
thereon, agreeably to the stipulations aforesaid, in ready money or in 
bonds of the Company as aforesaid, subject only to the existing liens 
as aforesaid. 

Lastly. The parties hereto of the second part hereby covenant and 
agree, to and with the party of the first part, to conform, in the dis¬ 
position and management of laborers and others who may be em¬ 
ployed on the work, to the regulations and stipulations which have 
been heretofore always inserted in the contracts made by the said 
Chesapeake and Ohio Canal Company with other contractors for 
similar work on the said canal. 

In testimony whereof, the said Chesapeake and Ohio Canal Com¬ 
pany, by its seal and the signature of its President, and the said 
Thomas W. Letson and John Rutter, by their hands and seals, have 
in duplicate severally executed this agreement, on the day and year 
first hereinbefore mentioned. 

WM. GIBBS McNEILL, [seal.] 
President C. and O. C. Co. 

THOMAS W. LETSON, [seal.] 

JOHN RUTTER, [seal.] 

Witness the above signatures and seals. 

, M. W. Scott. 


5 


34 

And whereas this Board entertain decided and serious objections 
to said contract— 

Because its terms and provisions are substantially the same as 
those which have been heretofore rejected by the Board : 

Because it “ pledges and appropriates,” “ all the revenues and ef¬ 
fects” of the Company, without reservation or restriction, for the pay¬ 
ment of the principal and interest of the bonds that may be issued 
under it, subject only to existing liens, which cover only the “ nett 
revenues ” and property, thereby at once depriving the Company of 
the entire and only means which it possesses of keeping up the navi¬ 
gation of the canal,, or paying the salaries of the officers, super¬ 
intendents', lock-keepers, and other agents of the Company : 

Because the reservation, “not exceeding 20 per centum,” provided 
to ensure the faithful performance of the work, is, within that sum, 
made entirely dependent on the opinion of the President and Chief 
Engineer, contrary to all former usage of the Company : 

Because no penalty or forfeiture is provided in case of the non¬ 
performance of the contract on the part of the said contractors, and 
no guaranty for its fulfilment on their part: 

Because, although it is provided, in the third section of said con¬ 
tract, that the work therein contemplated shall be commenced by 
said contractors within sixty days after they shall be required to do 
so, yet, from the whole scope and object of said articles of agree¬ 
ment, as well as from the express language of the conclusion of said 
section, it appears that they are not to be required to enter on the 
execution of the same until “means can be procured for that pur¬ 
pose, or the liens or priorities of the State of Maryland existing on 
the revenues of the Company can be removed or postponed in favor 
of the bonds to be issued under the provisions of said contract 

Because the execution of said contract would, in the opinion of 
the Board, increase the difficulties of procuring, if, indeed, it did not 
entirely prevent, a postponement of the liens and priorities of the 
State of Maryland: 

Because there is no provision in the said contract authorizing the 
Company “ to annul the same after thirty days’ notice, at any time 
within twelve months after the date of the said contract, on the pay¬ 
ment of one per centum damages upon the unexpended portion of 
the work,” as recommended by the stockholders at their general 
meeting on the 6th of June last : 

Because there is no time expressly stipulated for the completion 
of said work, but it is only provided that “it shall not be required 
to be done within two years after its commencement:” 

Because, according to the provisions of said contract, the comple¬ 
tion ol the canal can in no important manner be secured or expe- 
* dited by entering into the same at this time : 

Because this Board have entertained, and still do entertain, the 
opinion,which is fortified by proposals heretofore made and now on 
file in this office, that, if means be placed in their hands, or the liens 
and priorities of the State be postponed in favor of bonds to be issued 


for the purpose, the eaual can be finished to Cumberland at a cost 
considerably lower than the price in said contract stipulated to be 
paid, and fully as early as is therein contemplated : 

Because a due respect to the rights and opinions of the State of 
Maryland require that this Company should forbear to enter into any 
contract predicated and dependent upon a surrender of important 
interests, until after said State shall have announced its consent 
thereto, by legislative enactment: 

Because the provision in said contract, in regard to the extension 
of the work in the direction of Savage river, imposes obligations on 
the Company that may at some future period prove vexatious. They 
are, at all events, calculated to prevent future competition, in case it. 
be found expedient hereafter to make such extension, and impair the 
free action of the Company : 

Because the provisions of said contract, in reference to the exten¬ 
sion of the work to the mouth of Savage, would, were the same rati¬ 
fied by the Board, bind and oblige the Company to pay for the same 
according to an estimate of its cost made some fifteen years ago, and 
confine them to a mode of the construction thereof which has long 
since been abandoned : 

Because the said contract is not in the form which has been ma¬ 
tured .by the experience and established by the uniform usage of this 
Company, in regard to the letting of work on the canal, and is more¬ 
over deficient in numerous provisions and details, which have been 
hitherto found important to the interests of the Company, and which 
ought not to be omitted in a contract of so much magnitude as the 
present: 

And whereas this Board conceive the sum of one hundred thou¬ 
sand dollars, even if the same were really expended, as altogether 
insufficient “ to render the unfinished portion of the canal naviga¬ 
ble” in any manner, and can perceive no benefit arising from the 
present expenditure of that sum of money, which can for a moment 
outweigh their objections to the other provisions contained in said 
contract, as hereinbefore stated: Therefore— 

Resolved , That the President of this Company, in signing, in his 
official capacity, the said articles of agreement, purporting to have 
been entered into on the thirteenth day of July, 1843, “by and be¬ 
tween the Chesapeake and Ohio Canal Company of the first part, 
and Thomas W. Letson and John Rutter of the second part ” and 
in affixing thereto the common corporate seal of the Chesapeake and 
Ohio Canal Company, has assumed upon himself power and author¬ 
ity not granted by the charter or by-laws of the Company, nor 
authorized by any act or proceeding of this Board. 

Resolved , That the said articles of agreement and contract be, and 
the same are hereby, disaffirmed by this Board, and declared to be 
null and void. 

Resolved , That a copy of the aforegoing preamble and resolutions 
be furnished by the Clerk to Thomas >V. Letson and John Rutter, 
with a request that they deliver up the said articles of agreement to 
be cancelled. 


36 


Resolved , That the Clerk be authorized to furnish a copy of the 
aforegoing proceedings for publication. 


No. 11. 

“ Resolved, That this Board approve of the suggestions of the 
President, to exchange the bonds of the Company, to the amount of 
five millions, for a like amount of Maryland State bonds, if practica¬ 
ble, with a view to the purchase of the Stated interest in the Ches¬ 
apeake and Ohio Canal Company; the State’s mortgages on the 
tolls, &c., of the same being thus extinguished, and enabling the 
Company to give preferred liens upon its tolls and other revenues to 
the holders of the bonds to be issued for the completion of the canal 
to Cumberland, and to secure to be paid the scrip and other indebt¬ 
edness of the Company; and that the President of the Company be 
respectfully requested to use such efforts as may be compatible with 
the duties of his office to enable the Company to effectuate the above 
objects, and to procure the means, under existing laws, to complete 
the canal to Cumberland.” 

Resolution adopted May 4, 1843. 


No. 12. 

Frederick, December 15, 1841. 

Gentlemen : We, the subscribers, propose to construct all of the 
unfinished work on fifty miles of your canal, between dam No. (y 
and Cumberland, at fifteen per cent, less than the estimate of your 
Chief Engineer, C. B. Fisk, Esq., made in June, 1841, amounting to 
$1,632,000. We will enter into contract immediately, and commence 
the work so soon as the necessary means are provided for payment, 
and will finish the whole amount of work in two years from the com¬ 
mencement. Any portion of the work that has since been done, or 
that now is under contract and cannot be abandoned, may be de¬ 
ducted from our contract at the same ratio for which we propose to 
construct the balance of the work. 

Address Story, Mills, & Co., No. 50, Water street, New York. 

references. 

Engineers and Commissioners of Croton Aqueduct. 

Samuel Brooks, Esq., President Harlem Railroad Company. 

S. B. Fisk, Esq., President Long Island Railroad Company. 

James Bowen, Esq., President N. Y. and Erie Railroad Company 

Edward Miller, Esq., New York and Erie Railroad. 

John Noonan, Esq., Frederick. 

Miner C. Story, Hicksville,' Long Island. 

Edward Mills, No. 50, Water street, New York. 




37 

George Law, High Bridge, Croton Aqueduct 
A. B. Mills, New York. 

N. B. We would be willing to take one-half of the work upon the 
same terms. 

STORY, MILLS, & CO. 

To the President and Directors 

of the Chesapeake and Ohio Canal Company, 


* No. 13. 

Cumberland, July 25, 1843. 

Gentlemen : Believing, from more mature reflection, and a more 
particular examination into the condition of the unfinished portion 
of the canal between dam No. 6 and Cumberland, that it can be 
completed for a sum much below our former bid, we beg leave to 
make the following alterations in that bid: 

1st. Instead of one million five hundred and forty-five thousand 
dollars, ($1,545,000,) the engineer’s estimate, we propose, if paid in 
current funds, to complete it for one million four hundred and fifty 
thousand dollars, ($1,450,000.) 

2d. If paid for in bonds of the Company, (with preferred liens,) we 
will complete it for one million seven hundred and fifty thousand 
dollars, ($1,750,000.) 

We ask that the above be received as a part of our former pro¬ 
posals, and that they may be allowed to supersede any portion of 
said proposals with which they conflict. We further obligate our¬ 
selves to enter into contract with the Chesapeake and Ohio Canal 
Company, predicated upon these proposals, at any time between this 
date and the first day of May next, (1844,) requiring only, if not 
entered into this fall, a reasonable postponement of the day on which 
it is to be completed, and a fair allowance for injuries which the 
canal above dam No. 6 may sustain from freshets previously to the 
acceptance of our proposals, should they be accepted at all. 

Very respectfully, your obedient servants, 

M. C. SPRIGG. 

C. M. THRUSTON. 

To the President and Directors 

of the Chesapeake and Ohio Canal Company. 

The report of the Directors having been read by the Secretary, 

Col. Abert asked for the consideration of the resolution offered b> 
him this afternoon ; and the same being ordered, 

Mr. Davis moved the following as a substitute : 

Resolved , That the proceedings of the Board of Directors of the 
20th of July last, v disaffirming and declaring null and void the con¬ 
tract entered into by the President of this Company with Thomas 
W. Letson and John Rutter, be, and the same are hereby, approved. 



38 


Resolved , That the said contract was entered into by the Presi¬ 
dent without any color of authority, and in utter disregard of the 
provisions of the charter of the Company. 

Resolved , That the interests of this Company require a change in 
the office of President. 

Resolved , That General William Gibbs McNeill be, and he is 
hereby, removed' from the office of President of the Chesapeake and 
Ohio Canal Company. 

The resolutions having been read, and some discussion had upon 
them, Mr. Davis stated, as the hour was late, he would move an ad¬ 
journment until to morrow, at S o’clock, A. M. 

Before the question of adjournment was put, the Chair presented 
and read a letter received by him from General McNeill, dated Bal¬ 
timore, July 10, 1S43, addressed to him as Chairman, &c., acknow¬ 
ledging the receipt of a copy of the proceedings of the stockholders, 
&c.. on the 6th ultimo, denying the right of the stockholders to reduce 
His salary, and enclosing copies of letters addressed by Gen. McNeill 
to his excellency Governor Thomas, and to each-of the Directors, &c., 
informing them of his having made a contract with Letson & Rutter, 

The question was now put on the motion to adjourn, and the meet¬ 
ing was adjourned until to morrow, at S o’clock, A. M. 

Office Chesapeake and Ohio Canal Company, 
Frederick , Thursday , August 17, 1843—S o' 1 clock , A. M. 

Pursuant to adjournment yesterday, the stockholders of the Chesa¬ 
peake and Ohio Canal Company again assembled in general meet¬ 
ing this day. 

Governor Sprigg resumed the chair. 

Present: The State of Maryland, by Governor Samuel Sprigg, 
William U. Purnell, A. Bowie Davis, and John Van Lear, Esqs. 

The United States, by Col. John J. Abert. 

The Corporation of Georgetown, by John Kurtz, Esq. 

The Corporation of Alexandria, by Robert H. Miller. 

Walter Lenox, Esq., one of the proxy of the Corporation of Wash¬ 
ington, and sundry private stockholders—constituting a majority of 
the stock of the Company. 

General McNeill, President of the Company, appeared before the 
meeting, and expressed his regret at. not being enabled to have ap¬ 
peared before the meeting yesterday. That, by reason of the illness 
of one of his family, he was unable to leave them, so as to have 
secured his arrival earlier than last night. That, as he was informed 
that the Board of Directors were now in session, with the sanction of 
this meeting, he would for a few moments retire from this meeting, 
to meet the Directors, and again return to this meeting. 4 

The meeting being about to proceed to the consideration of the 
subject which engaged their attention at their adjournment last even¬ 
ing, the President of the Company again appeared before them, and 
addressed them in explanation and vindication of his course in ref¬ 
erence to the contract made by him, in behalf of this Company, wita 


Messrs. Letson & Rutter, and in conclusion expressed a wish that 
the communication (submitted by the Directors to this meeting last 
evening) in reference to the stibject should be referred to a commit¬ 
tee, to be examined and reported upon at a future meeting. 

General McNeill having concluded his remarks, 

On motion of Mr. Davis, the resolutions submitted by him, as a 
substitute for that offered by Colonel Abert on yesterday, were then 
again taken up for consideration. 

On taking the question, the yeas and nays being desired, the substi¬ 
tute was accepted by the following vote: 


Ayes. 

The State of Maryland 
Charles S. Hammond 


- 10,279 
3 


10,282 


Noes. 

The United States - - 2,008 

The Corporation of George- « 
town - 508 

The Corporation of Alex¬ 
andria - 508 

Colonel J. J. Abert 10 

John Kurtz . .. - 5 

Robert H. Miller - - 5 

M. St. C. Clarke - - 5 

Casper W. Wever - 10 

John H. Alexander 2 

Walter Lenox - 4 


3,065 


The question then recurred upon the adoption of the substitute; and 
the yeas and nays being again desired, the resolutions were passed 


by the following vote : 

Ayes. 

The State of Maryland - 10,279 
Charles S Hammond - 3 

John P Ingle - 5 


10,287 


Noes. 

The United States - - 2,008 

The Corporation of George¬ 
town - - 508 

The Corporation of Alex¬ 
andria - 508 

J. J. Abert 10 

John Kurtz - 5 

Robert H. Miller - - 5 

M. St. C. Clarke - - 5 

Casper W. Wever - - 10 

John H. Alexander 2 

Walter Lenox - - 4 


3,065 


So it was 

Resolved , That the proceedings of the Board of Directors of the 
20th July last, disaffirming and declaring null and void the contract 
entered into by the President of this Company with Thomas W. Let- 
son and John Rutter, be, and the same are hereby, approved. 













40 


Resolved , That the said contract was entered into by the President 
without any color of authority, and in utter disregard of the provi¬ 
sions of the charter of the Company. 

Resolved , That the interests of this Company require a change in^ 
the office of President. 

Resolved , That General William Gibbs McNeill be, and he is here¬ 
by, removed from the office of President of the Chesapeake and Ohio 
Canal Company. 

Colonel Abert, in behalf of himself and others, asked and obtained 
leave to have entered upon the journal of proceedings of this day 
the following objections thereto : 

1. Because the meeting has refused the customary and just course 
of referring the matter in controversy in these resolutions to the in¬ 
vestigation and report of a committee. 

2. Because the decision upon these resolutions is evidently made 
upon a one sided report from one of the parties involved,* namely, 
the Directors—a report which can be considered in no other light 
than that of a justification and defence of one party. 

3. Because we believe that report to contain partial and erroneous 
inferences, personalities, and harshness, eminently bearing upon the 
character and conduct of one of the parties—a report which, in fact, 
is a defence of the Directors from themselves, and an attack upon the 
President, who was absent when said report was written and sub¬ 
mitted to the stockholders. 

4. Because we believe that these matters require the investigation 
and opinion of an impartial and disinterested tribunal, namely, that 
of a committee of stockholders, without which course a just and im¬ 
partial exhibition of the matter before the stockholders will not be in 
their possession. 

5. Because the report from the Directors brings new matters to the 
knowledge of the stockholders—matters requiring deliberate and im¬ 
partial investigation before a just decision upon them can be had. 

6. Because, from the personal explanations made this morning 
(August 17) by the President, who arrived last night, we are the more 
convinced that investigation and report by a committee are necessary. 

7. Because there is an application from the President, which has 
been brought to the notice of the meeting of this day, desiring that 
the matter may be referred to a committee, to report at an adjourned 
meeting, and that he may be, allowed an opportunity to be heard in 
his defence and justification. 

JOHN J. ABERT, U. S. Proxy. 

MW. ST. CLAIR CLARKE. 

ROBERT H. MILLER, Proxy for 
Corporation of Alexandria. 
CASPER W. WEVER. 

August 17, 1843. SAMUEL BURCHE. 

On motion of Mr. Purnell, it was 

Resolved , That this meeting now proceed to the election of Presi- 


41 


dent of this Company, for and during the remainder of the time for 
which the late incumbent (who was this day removed from office) 
was at first to have acted. 

Resolved , That the Chair appoint a committee, to consist of three 
persons, to receive and count the ballots, and that the polls be kept 
open for half an hour for receiving the ballots. 

The Chair appointed Messrs. Purnell, Wever, and Miller, the said 
committee. 

Mr. Davis nominated, for the office of President, Colonel James M. 
Coale. 

. The half hour having expired, the polls were closed, and the com¬ 
mittee appointed to receive and count the ballots having performed 
that duty, made the following report in writing : 

Chesapeake and Ohio Canal Office, 

Frederick , August 17, 1843. 

The committee appointed this day to receive and count the votes 
given for President of the Chesapeake and Ohio Canal Company, to 
serve for and during the remainder of the term of the late incumbent, 
report, that the whole number of votes received has been ten thou¬ 
sand eight hundred and fourteen, all of which were cast for James 
M. Coale. The said James M. Coale is therefore unanimously 
elected President of the Chesapeake and Ohio Canal Company, to 
serve until the first Monday of June next, and until a successor shall 
he appointed. WILLIAM U. PURNELL. 

C. W. WEVER. 

ROBERT H. MILLER. 

The report was read, and the Chairman announced that Colonel 
James M. Coale was unanimously elected President of the Chesa¬ 
peake and Ohio Canal Company until the first Monday of June next, 
and until a successor shall be appointed. 

On motion of Mr. Davis, the Chair appointed Messrs. Davis and 
Kurtz a committee to wait upon Colonel James M. Coale, and inform 
him of his election as President of this Company. 

On motion, it was 

Ordered , That when this meeting adjourn, to-day it stand ad¬ 
journed to Thursday, the 19th day of October next, to meet at the 
office of the Company in the city of Frederick, Maryland. 

Mr. Davis, from the committee appointed to wait upon Colonel 
James M. Coale, and to inform him of his election as President of 
this Company, reported that he and his colleague had discharged the 
duty devolved upon them, and were authorized by Colonel Coale to 
say that he would accept the office of President. 

On motion, 

Ordered , That the usual number of copies of the proceedings of 
this meeting, as also that of the 6th of July last, be printed. 

The meeting was then, on motion, adjourned. 

SAMUEL SPRIGG, Chairman , 


Thomas Turner, Secretary . 



70* WW) )(fl )o nil 

a Htiat ( 


)<(jf; jf*t » M ,J) • ' ({ J . 
fwn'ioU j " 


. ian \\) *xa. ■. 'i o:.n i 

. >;o7 *>«fl intro > Hi 

Of » ' ' : > < {> ■ t) ’ 

,t£f Kfwriar?' •'! 

9 nUdl 'to) ) 

\A%iggMtmut . . 

Oi r \£(l *:((((! ) i ; • : 

JvIVIHUY A 

biiofoO »*; »i l< ifo 
•T*n:tt(p wft »<> ;:: ,!'•• 

,t ; )u oiftil ; - ;un uYi. i 

Hi!« -'i / -Ki . i? m ) 7 
Jinotui '•{flll |0f vt > , W , U (| , i, h),5 

•1)0 ferwtd It tyj.'Vd). ; |YH>; !*; . . , fan* 

mil H; 1 >9(U oi i'j<(bi)’ v i (lid ii; (' 

liiohiY * v> i|pi!;Vifb • • r j) fa 

pfll bparufoaif) Mjl ]j» ov>|f<mb )U\\ mI /tifMtfK 

OU)f ?*<>') loiiOfOv> 1$f ( ) ’ • (if, / ).•:, , . ;j I)0'if4f^ 

\o v^nlfj )o > :i {: ; j • •. p) i r , , Jf |T ,\vmi 

. £>o t u i . . ( orf i . , , 












I 












/ 












o V * ig^raS^ - ^ Cr 


\0 *7* 

A *<£. v> 

\k* * 


^ ** ^V A * 



&+ /t> 

**<& 


* A ^ n 

* V* ^ * 

■» -^. V »> 



o. zm#* o ^ % 

,V^ <f> * O m o 

c\ <*y .vvl'* > v 


A V A 

° <$v A * 

° ^n 9 S 

• A *><v • 

* V V - 



o'.'°. C 


% A 

*<A 




* V ^ % 

o, *^7*' A <* ~*oZ*~ A* ^ 

Or o °." ° ♦ *^b_ .A « L ' « -9 ' < ^ 0 V c 0 " « >» '^Q 

\A ^^J7?7^-. -* V^r C • O 



O * 



A 


\ 


o V 


•& 


a i i 



•W 


*J* 


4 o 

v ° -0? A<v 

/ Jr o 

0 ^_v o 



</* v>* 



**/ \A^ V y 1 ' ‘V^V * 

- ^ «, *K <A *W-4^r * 1 

• %<* * A Ky A 0 ^ A ♦ 

vv^ * ^ v 

SvP 



o 

vm*^* A ^ z~\ ■ 

' - * S * A <* 'O » A * .(p \D 

^ ,- L, A* ^ ,CT o°"°« ^o 



o 



* 6 


a o 



<f> v o N o J o, 

*VA'* H> v N A*° 

%A - 



° * A 


- A vn 

* <■/ v ^c>- » 

■* <t~ V ci* -* 

4 <6^ *0 ♦ 
.V 




A V ^ 

,* ^ ** \ 

A <!> '«•** ,c 

« .\ /°J 

O A °o * 

<i ^ O 

^ w— “^^TTo ' ^ o 

^ * s /*% O v' »•••. % 

'$%ik <* s. ► G ^ « 




: ^ . 

° ° 

‘A %*■-?-•' A v *. 7 sr.' 4 

N * jevTZ^b ^ TT (j *_E^\Vv^ O J 

^ 'A rtV O <* 0>L <*0’ 



A ^r, 

* V 5 * 



rp- X» ' X ^ V > Jr " * 


rC± * « . n 0 y> 






























* * 


* « 
V* 0> 


o 

+ ^ v * y * "o <0' % s ”' 

<u* »mlfc %<? .* 

. > v -v \ 

* ^ 'y ~« -a. 1 

^ *o * * * a 0 ^ 

Q V r 0 N ° * %0 <^ V L * fi _ ^ » A> o N G _ 

ffr t *£ r. u *° - * 


c* : 

* «? . 

-4 <CL V Vi* * 

'~l* *''^- 1 * 0 
r°^ c °V * ^o aO 

Vj % _r^\\ ^ O .1 ^ i 


*A 

* cfi ^n 


A o. 





* ^> -<5 

< ^ Cr 




0 'TV 

* <1> V O r> * ^ * 

* ° *• 0 0 °<^ *" 1 * f° 

^ v **\?- C\ a 9 »vv:' 

*^^** **- ^ *vqh^ **. *♦ /. 



"W 


; 




O 

r^A <► ~ ^ 5^7 * <0 O *■ 

, „ <^ * ° " 0 0^ * * ' 1 * 

^ V >y °* CV 

<0 ° 
z 







* C$ 

* «? * 

* VS ^ * -a, v *> 

v- <* '<>♦** 0 V \L .*,* . 

4 ^ t * a ^ a v q W o ' r ^r~\ 4 ^X I / ^ 

• 4 * ■’V, . C. 0 .<^ 55 ,;', °o > ,*• * 



* / n 


>A a? ** *> 0 

^ ^ u ++ A 



<A 4 V 


^ 0 ^ 

♦ o, ^ * 

^ C\J & - A 

^0 ^ O w o 0 



° 



* <■? 
4 ...o 




• _ 7 -- o* Ar' 



U aO . L ' » ^ y <^. 

'. ^ # ♦w^r. V , 


o V 




0 V c° No >» 


% V w r i v/ w 

t ^ ^ /%> o^o 

^ c u 

’. ^ 0 < o' 

°* ^ ^ t, 0 \ 

«” 0 ' •^'?> , e ^V ‘■" , * A° ^ ' °’ «1> v 'O^ *•<’• 

> V *'•<>* O Ar j'Vj* v % ^*“a cv 



. 

<.7 ^ 

fy ^ % 



« 7 


o 

* <y % * 


^ -r.s* A <, 

* ° 4 

*. ^o 7 : 

\0 »7*'> * 

v ^ *<£• « 

*■ ^3 pv ^ r^A -> 

• / 1 Ar < 7 . ^ 0 N 0 

^ <0 3 s ’’' 

A*®’ 



* <t? • 

•* r^y & * 



o -b. ^ 






^0^ 


A - ^ 'V. S^ A 

0^ , o w 0 -» A % 

u 6 ^ % °o 

^ -V 


° 0 ^ 
* y 




& A ' 
<^v 


* A 

^ <V v ^Cx 

i^ v ^ % 



* /. 



• ^ O * 

cy ♦ 

° ^ ^ s « 

• a 77 ‘ 



• U 7 

' v^ v 


* A 

* V $ 

w * ^s £> ^ -CL. V . 

<^ A o^ 

0 N G * ^Q < ^ ^ t 1 6 ^ 0^ G 0 N * * 


j ^ ^ /y?^> + *£* 

+ <N * &(V/ 7 ?^ ^ *r 


* ^ 



^ 0 * 


b V 

j? •’V 7 ^ 

a ^ y. •»» m\\\w > \y + 

7 <S>, * = « o 0 , <J> O^, * 

A o v ..»”'v *> v' .:•“- cv. 



® / 1 
















































































































































































































































































































































































































































































































































































































































































































































































































































